EXHIBIT 10.40
FIRST AMENDMENT
TO
DISTRIBUTION
AGREEMENT
THIS FIRST AMENDMENT TO DISTRIBUTION
AGREEMENT (the “Amendment”) is made and entered as of
March 5, 2005, between ACCESS BUSINESS GROUP INTERNATIONAL
LLC, a Michigan limited liability company, with its principal place
of business at 7575 East Fulton Road, Ada, Michigan 49355
(“Access”) and INTERLEUKIN GENETICS INC., a Delaware
corporation with its principal place of business at 135 Beaver
Street, Waltham, Massachusetts 02452
(“Seller”).
WHEREAS, Access and Seller are
parties to that certain Distribution Agreement effective
February 26, 2004, whereby Seller agreed to supply Genetic
Tests (as defined in such agreement) to Access for resale to third
parties; and
WHEREAS, Access desires to prepay
Seller for certain of the Genetic Tests;
NOW, THEREFORE, the parties agree as
follows:
1.
Notwithstanding Section 3 of
the Distribution Agreement, Access shall pay to Seller within
fifteen (15) days of Seller’s receipt of a registration
number as required under the Clinical Laboratory Improvement Act of
1988, as amended, Two Million Dollars ($2,000,000.00) as an advance
payment (the “Payment”) for Genetic Tests to be shipped
to it upon submission of purchase orders to Seller at a later date
in compliance with the Distribution Agreement. Seller shall
credit the Payment i
