EXECUTION
AMENDMENT NO. 4 TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 4 (the “
Amendment ”), dated as of February 23, 2006, is
by and between INTERLEUKIN GENETICS, INC., a Delaware corporation
(the “ Company ”), and PYXIS INNOVATIONS INC., a
Delaware corporation (“ Pyxis ”).
The Company and Pyxis are parties to
a Note Purchase Agreement dated as of October 23, 2002, as
amended November 13, 2002, January 28, 2003, and
March 5, 2003 (the “ Agreement ”).
Capitalized terms not otherwise defined in this Amendment shall
have the meanings given to them in the Agreement.
The parties agree as
follows:
1.
Recital C of the Agreement is
revised to reflect the following developments since the Initial
Closing:
Pyxis has purchased, and the Company
has sold and issued to Pyxis, a promissory note in a principal
amount of $500,000 on each of the following dates: October 23,
2002, November 14, 2002, December 16, 2002, and
January 28, 2003 (the “ Existing Notes
”).
On March 5, 2003, the Company
and Pyxis entered into Stock Purchase Agreement (the “
Stock Purchase Agreement ”) and various agreements
referenced therein (collectively, the “ Affiliation
Agreements ”). Pursuant to Section 2.5 of the Stock
Purchase Agreement, Pyxis (i) has agreed to extend further
credit to the Company to expand its research partnerships (the
“ Research Loans ”), and (ii) refinanced
the Company’s bridge financing loans previously due in
August 2003 (the “ Refinancing Loan ”). In
addition, pursuant to Section 2.6 of the Stock Purchase
Agreement, the Company and Pyxis amended an
