8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 22, 2008

Interleukin Genetics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-32715	94-3123681
(Commission File Number)	(IRS Employer Identification No.)

135 Beaver Street Waltham, MA	02452
(Address of Principal Executive Offices)	(Zip Code)

(781) 398-0700

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective as of January 22, 2008, Interleukin Genetics, Inc. (the “Company”) entered into a two-year employment agreement with Lewis H. Bender for the position of Chief Executive Officer that provides for automatic annual renewal terms.  The agreement also provides that Mr. Bender will serve as a member of the Company’s Board of Directors for as long as he serves as the Company’s Chief Executive Officer and the Company expects to add Mr. Bender to its Board of Directors prior to the Board’s next regularly scheduled meeting.  The agreement further provides for a minimum annual base salary of $340,000, a sign-on bonus of up to $35,000 payable over the first six months of employment and annual, discretionary bonuses of up to 50% of his base salary based upon the Company’s financial performance.  In addition, the agreement provides for the reimbursement of Mr. Bender’s relocation and living expenses for the first twelve months of employment.  Upon hire, Mr. Bender will also be granted an option to purchase 500,000 shares of the Company’s common stock at an exercise price equal to the closing price as reported on the American Stock Exchange on the effective date of the agreement, which option shall vest in equal annual installments on the option grant date and February 1 of each of the years 2009, 2011, 2012 and 2013.

The agreement is terminable by the Company with immediate effect if with cause or upon thirty days prior written notice without cause and by Mr. Bender upon thirty days prior written notice with good reason or upon ninety days prior written notice without good reason.  If the Company terminates Mr. Bender without cause or Mr. Bender terminates his employment with good reason, then the Company will pay Mr. Bender, in addition to any accrued, but unpaid compensation prior to the termination, an amount equal to six months of his base salary if the termination occurs within the first year of employment, twelve months of his base salary if the termination occurs within the second year of employment, and eighteen months of his base salary if the termination occurs at any time after the inception of his third year of employment.  If the Company terminates Mr. Bender without cause or Mr. Bender terminates his employment with good reason after a change of control, then the Company will pay Mr. Bender, in addition to any accrued, but unpaid compensation prior to the termination, an amount equal to twelve months of his base salary if the termination occurs within the first year of employment, eighteen months of his base salary if the termination occurs within the second year of employment, and twenty-four months of his base salary if the termination occurs at any time after the inception of his third year of employment.  The agreement provides that Mr. Bender will be prohibited, for a period of twelve months following the termination of Mr. Bender’s employment with the Company, from accepting employment, or otherwise becoming involved, with one of the Company’s competitors, from providing services to others that might conflict with the Company’s interests or the Company’s customers’ or clients’ interests, from sharing information or data pertaining to the Company’s customers or clients with others, from soliciting or attempting to take away the Company’s customers or clients, and from recruiting or attempting to recruit or hire or attempt to hire any employees of the Company.

A copy of the Company’s press release announcing Mr. Bender’s appointment, dated January 23, 2008 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

                The disclosure provided under Item 1.01 above is incorporated herein by reference.   Effective as of January 22, 2008, the Company’s Board of Directors appointed Lewis H. Bender, age 48, as Chief Executive Officer of the Company, succeeding Thomas R. Curran, Jr.  Prior to joining the Company and since 1993, Mr. Bender worked in various capacities at Emisphere Technologies, Inc., a biopharmaceutical company that develops oral forms of injectable drugs.  Those positions included Chief Technology Officer from May 2007 to the present, President and Interim Chief Executive Officer from January 2007 to May 2007, Member of the Office of the President from 2002 to the present, Senior Vice President of Business Development from 1997 to the present, Vice President of Business Development from 1995 to 1997 and Director of Business Development from 1993 to 1995.  Prior to joining Emisphere Technologies, Inc., Mr. Bender worked as Production Planning Specialist at F. Hoffmann La-Roche AG, a Product Manager at Métaux Précieux SA Metalor and in various managerial capacities at Handy and Harman.

                Mr. Bender earned an MBA from the University of Pennsylvania’s Wharton School of Business, an MA in International Studies from the University of Pennsylvania’s School of Arts and Sciences and an MS and a BS in Chemical Engineering from Massachusetts Institute of Technology.

                Mr. Bender has an interest in the agreement described under Item 1.01 above, which would be required to be disclosed pursuant to Item 404(a) of Regulations S-K promulgated under the Securities Act of 1933, as amended.

                Mr. Curran, the Company’s interim Chief Executive Officer, will be available to assist during the transition and will continue in his role as a Director of the Company.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(d)	Exhibit.
	99.1	Press Release dated January 23, 2008.

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SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Interleukin Genetics, Inc.
	(Registrant)
Date: January 23, 2008	/s/ KENNETH S. KORNMAN
	Kenneth S. Kornman
	President
	(Signature)

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EX-99.1

Exhibit 99.1

INTERLEUKIN GENETICS APPOINTS LEWIS H. BENDER AS

CHIEF EXECUTIVE OFFICER

WALTHAM, MA — January 23, 2008 - Interleukin Genetics, Inc. (AMEX:ILI) announced today that it has appointed Lewis H. Bender as Chief Executive Officer.  Mr. Bender will assume his duties at Interleukin on January 23, 2008.    The Company expects to add Mr. Bender to its Board of Directors prior to the Board’s next regularly scheduled meeting.  Thomas R. Curran, Jr., who served as interim CEO since July 2007, will continue to serve as a member of Interleukin’s Board of Directors.

Previously, Mr. Bender was Chief Technology Officer and interim Chief Executive Officer of Emisphere Technologies, Inc, a biopharmaceutical company.  He has over 15 years of biotechnology industry experience and held several senior executive positions within Emisphere including Senior Vice President of Business Development and Vice President of Manufacturing, prior to becoming the interim CEO of Emisphere.

“Lew brings Interleukin the kind of leadership and in depth industry experience needed to grow the business,” said James Weaver, Chairman of the Board.  “His extensive background in business development, technology management and the creation of value-added partnerships with leading companies across the pharma sector will be important assets as our company moves forward.  The Board and I look forward to working closely with Lewis as we expand Interleukin’s business and build on our leadership in the personalized health marketplace.  I also want to thank Tom Curran for his incredible efforts as interim CEO and we look forward to his continued leadership as a member of the Board.”

“I am very excited about this opportunity to join Interleukin Genetics.” said Mr. Bender. “Personalized medicine is the future for the healthcare industry.  Interleukin’s  scientific expertise in risk assessment, genetic testing and product development is well advanced and our research programs have the potential to create substantial value in important therapeutic areas.  A critical, immediate objective will be to increase sales of existing tests and consumer products, continue to advance our pipeline of new tests with our academic collaborators and form new partnerships with pharmaceutical or biotechnology companies for more effective patient treatment.”

While at Emisphere, Mr. Bender was responsible for the initiation and negotiation of all collaborations, strategic alliances, joint ventures and licenses involving use of Emisphere’s technology.  He was responsible for the establishment of an international joint venture with Elan Corporation and he was the lead negotiator for significant license agreements with Eli Lilly, Novartis Pharma AG, and Roche Pharmaceuticals.  During his career, Mr. Bender concluded over 60 research collaboration agreements with pharmaceutical and biotechnology companies.

In his role as Chief Technology Officer of Emisphere, Mr. Bender was responsible for managing the technical operations of the company.  He has authored several published articles on the business and strategic aspects of licensing and partnering for technologies in pharmaceutical product development.

Prior to joining Emisphere, Mr. Bender was the general manager of the specialty chemicals division of Metalor SA, in Neuchatel, Switzerland.  In addition, he held the position of production planning specialist for pharmaceutical manufacturing at Roche Pharmaceuticals in Basel, Switzerland.

Mr. Bender received both a Bachelor of Science degree and Master of Science degree in Chemical Engineering from the Massachusetts Institute of Technology (MIT).  He also has earned a Masters of Arts in International Studies from the University of Pennsylvania, and an MBA from the Wharton Business School, also at UPENN.

About Interleukin

Interleukin Genetics, Inc. (AMEX: ILI) is a genetics-focused personalized health company that develops preventive consumer products and genetic tests for sale to the emerging personalized health market.  Focused on the future of health and medicine, Interleukin uses its leading genetics research and scientific capabilities to develop and test innovative preventive and therapeutic products.  Interleukin currently offers an array of Nutraceuticals and OTCeuticals®, including Ginkoba®, Ginsana® and Venastat® which are sold at the nation’s largest food, drug and mass retailers, and has commercialized genetic tests for periodontal disease risk assessment, cardiovascular risk assessment, and general nutrition assessment. Interleukin is headquartered in Waltham, MA. For more information about Interleukin and its ongoing programs, please visit www.ilgenetics.com.

Certain statements contained herein are “forward-looking” statements including statements regarding our ability to develop diagnostic, personalized nutritional and therapeutic products to prevent or treat diseases of inflammation and other genetic variations, our ability to screen nutritional compounds for their effects on inflammatory responses and other genetic variations, given specific genetic patterns and our ability to make progress in advancing our core technologies. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.  Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the risk of market acceptance of our products, the risk of technology and product obsolescence, delays in product development, the performance of our commercial partners, the availability of adequate capital, the actions of our competitors and other competitive risks, and those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2006 as amended, filed with the Securities and Exchange Commission, our quarterly reports on Form 10-Q and other filings made by us with the Securities and Exchange Commission. We disclaim any obligation or intention to update these forward-looking statements.

For Interleukin Genetics:
Paul Voegelin (781) 398-0700

Additional Contacts for Media / Investors:
Erin Duggan (212) 445-8238, Weber Shandwick
Rich Tauberman (201) 964-2408, Financial Relations Board