EXHIBIT 10.3
AMENDMENT NO. 5 TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 5 (the “
Amendment ”), dated as of August 17, 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,
March 5, 2003, and February 23, 2006 (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 a 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) 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 and restated the terms of
the Existing Notes.
On March 5, 2005, the Company
and Pyxis amended the Stock Purchase Agreement to extend until
March 5, 2007 the period during which Pyxis agrees to purchase
additional Notes pursuant to Section 2.2B of this Agreement
(Resea
