Exhibit 99.7
SUBSCRIPTION AGENT AGREEMENT
November ,
2006
U.S. Stock Transfer
Corporation
1745 Gardena Avenue; Suite 200
Glendale, CA 91204
Attention: Mr. Richard Tilton
Ladies and Gentlemen:
In
connection with your appointment as Subscription Agent in the
transaction described herein, Interleukin Genetics, Inc. (the
" Company "), hereby confirms its arrangements with you as
follows:
1.
Rights
Offering— The
Company is conducting an offering (the " Rights Offering ")
to the holders of shares of its common stock, par value $0.001 per
share (the " Common Stock "), on August 17, 2006 (the "
Record Date "), the right (each a " Right " and
together the " Rights ") to subscribe for share(s) of Common
Stock. Except as set forth under Paragraph 6 below, Rights
shall cease to be exercisable at 5:00 p.m., Eastern Standard
time, on December , 2006 or such later date
of which the Company notifies you orally and confirms in writing
(the " Expiration Date "). 2,533,234 Rights are being issued
for 24,336,297 shares of Common Stock held on the Record Date
(excluding the 2,750,037 shares issued to Pyxis Innovations on such
date). One Right and payment in full of the subscription price of
$5.6783 per share (the " Subscription Price ") are required
to subscribe for one share of Common Stock. Rights are evidenced by
nontransferable subscription certificates in registered form ("
Subscription Certificates "). Each holder of Subscription
Certificates who exercises the right to subscribe for all shares
that can be subscribed for with the Rights evidenced by such
Subscription Certificates (the " Basic Subscription Right ")
will have the right to subscribe for additional shares, if any,
available as a result of any unexercised Rights (such additional
subscription right being referred to hereafter as the "
Oversubscription Privilege "). The Rights Offering will be
conducted in the manner and upon the terms set forth in the
Company's Prospectus dated November , 2006
(the " Prospectus "), which is incorporated herein by
reference and made a part hereof as if set forth in full
herein.
2.
Appointment of Subscription
Agent— You are
hereby appointed as Subscription Agent to effect the Rights
Offering in accordance with the Prospectus. Each reference to you
in this letter is to you in your capacity as Subscription Agent
unless the context indicates otherwise.
3.
Delivery of Documents—
Enclosed herewith are the following,
the receipt of which you acknowledge by your execution hereof:
(a)
a copy of the Prospectus;
(b)
a draft form of Subscription
Certificate (with instructions);
(c)
resolutions adopted by the Board of
Directors of the Company in connection with the Rights Offering,
certified by the Secretary of the Company; and
(d)
Notice of Guaranteed Delivery.
As
soon as is reasonably practical, you shall mail or cause to be
mailed to each holder of shares of Common Stock at the close of
business on the Record Date, a Subscription Certificate evidencing
the Rights to which such holder is entitled (including
instructions), a Notice of Guaranteed Delivery, a Prospectus and an
envelope addressed to you (together, the " Subscription
Documents "). Prior to mailing, you will print out a sufficient
number of blank Subscription Certificates which you will prepare
and issue in the names of holders of Common Stock of record at the
close of business on the Record Date and for the number of Rights
to which they are entitled. Prior to printing, you will send a
final draft copy of a blank Subscription Certificate to the
Company, for the Company's final review.
Subscription
Documents will not be mailed to holders having a registered address
outside the United States, or to those holders having APO of FPO
addresses. The Rights to which such Subscription Documents relate
will be held by you for such holders' accounts until instructions
are received to exercise the Rights.
4.
Subscription Procedure—
(a)
Upon your receipt prior to
5:00 p.m., Eastern Standard time, on the Expiration Date (by
mail or delivery), as Subscription Agent, of (i) any
Subscription Certificate completed and endorsed for exercise, as
provided on the reverse side of the Subscription Certificate
(except as provided in Paragraph 6 hereof), and
(ii) payment in full of the Subscription Price in U.S. funds
by check, bank draft, wire transfer or money order payable at par
(without deduction for bank service charges or otherwise) to the
order of U.S. Stock Transfer Corporation, you shall as soon as
practicable after the Expiration Date, but after performing the
procedures described in subparagraphs (b) and (c) below,
mail to the subscriber's registered address on the books of the
Company certificates representing the shares duly subscribed for
(pursuant to the Basic Subscription Right and the Additional
Subscription Privilege) and furnish a list of all such information
to the Company.
(b)
As soon as practicable after the
Expiration Date you shall calculate the total number of shares that
are available for the Oversubscription Privilege. The
Oversubscription Privilege may only be exercised by holders who
subscribe to all the shares that can be subscribed for under the
Basic Subscription Right. The shares available for additional
subscriptions will be those that have not been subscribed and paid
for pursuant to the Basic Subscription Right (the " Remaining
Shares "). Where there are sufficient Remaining Shares to
satisfy all additional subscriptions by holders exercising their
rights under the Oversubscription Privilege, each holder shall be
allotted the number of Additional Shares subscribed for. If the
aggregate number of Shares subscribed for under the
Oversubscription Privilege exceeds the number of Remaining Shares,
the number of Remaining Shares allotted to each participant in the
Oversubscription Privilege shall be the product (disregarding
fractions) obtained by multiplying the number of Remaining Shares
by a fraction of which the numerator is ownership of shares of each
participant in the Oversubscription Privilege round and the
denominator is the total ownership of all stockholders
participating in the Oversubscription Privilege round. Any
fractional share to which persons exercising their Oversubscription
Privilege would otherwise be entitled pursuant to such allocation
shall be rounded to the next whole share.
(c)
Upon calculating the number of
shares to which each subscriber is entitled pursuant to the
Oversubscription Privilege and the amount overpaid, if any, by each
subscriber, you shall, as soon as practicable, furnish a list of
all such information to the Company.
(d)
Upon calculating the number of
shares to which each subscriber is entitled pursuant to the
Oversubscription Privilege and assuming payment for the additional
shares subscribed for has been delivered, you shall mail, as
contemplated in subparagraph (a) above, the certificates
representing the additional securities which the subscriber has
been allotted. If a lesser number of shares is allotted to a
subscriber under the Oversubscription Privilege than the subscriber
has tendered payment for, you shall remit the difference to the
subscriber by check without interest or deduction at the same time
as certificates representing the securities allotted pursuant to
the Oversubscription Privilege are mailed.
(e)
Funds received by you pursuant to the Basic
Subscription Right and the Oversubscription Privilege shall be held
by you in a segregated account. You shall invest and reinvest such
funds in your [Time Deposit Open Account] or, if directed by the
Company, a money market fund which has been placed in its highest
rating category by Standard & Poors or Moody's. Upon
mailing certificates representing the securities and refunding
subscribers for additional shares
2
subscribed for but not allocated, if
any, you shall promptly remit to the Company all funds received in
payment of the Subscription Price for shares sold in the Rights
Offering (together with all interest earned thereon).
5.
Defective Exercise of Rights;
Lost Subscription Certificates— The Company shall have the absolute right to
reject any defective exercise of Rights or to waive any defect in
exercise. Unless requested to do so by the Company, you shall not
be under any duty to give notification to holders of Subscription
Certificates of any defects or irregularities in subscriptions.
Subscriptions will not be deemed to have been made until any such
defects or irregularities have been cured or waived within such
time as the Company shall determine. You shall as soon as
practicable return Subscription Certificates with the defects or
irregularitie
