EXHIBIT 10.13


 


THIS OPTION AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF (COLLECTIVELY, THE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR ANY
APPLICABLE STATE SECURITIES LAWS. THEY ARE BEING OFFERED PURSUANT TO A SAFE
HARBOR FROM REGISTRATION UNDER REGULATION S (REGULATION S) PROMULGATED UNDER
THE ACT. THE SECURITIES AND NO INTEREST HEREIN OR THEREIN MAY BE ISSUED OR
SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATIONS)
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR SUCH
TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS.
ANY HEDGING TRANSACTIONS RELATED TO THESE SECURITIES MAY NOT BE CONDUCTED
EXCEPT IN ACCORDANCE WITH THE ACT.


 


THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


 


	
  No. O-2

  	
   

  	
   

  	
  OPTION TO
  PURCHASE

  
	
  ISSUED
                        

  	
   

  	
   

  	
  COMMON STOCK

  
	
  Void After
                     

  	
   

  	
   

  	
   

  



 


INTERLEUKIN GENETICS, INC.


 


OPTION


 


THIS IS TO
CERTIFY that, for value received and subject to the terms and conditions
hereof,
                     ,
or such person to whom this Option is transferred pursuant to Section 7 hereof
(the Holder), is entitled to exercise this Option to purchase an aggregate of
               
fully paid and nonassessable shares of INTERLEUKIN GENETICS, INC., a Delaware
corporation (the Company), $.00l par value per share, Common Stock (the Option
Stock), at a price per share of
$           (the Exercise
Price) (such number of shares and the Exercise Price being subject to
adjustment as provided herein).


 


This Option is
subject to the following additional terms and conditions:


 


1.             Exercise Rights


 


This Option may be exercised by the Holder, at any time after the date
hereof, but not later than
               
(the Exercise Period), in whole or in part, by delivering to the Company at 135
Beaver Street, Waltham, MA 02452 (or such other office or agency of the Company
as it may designate by notice in writing to the Holder at the address of the
Holder appearing on the books of the Company) (i) this Option certificate, (ii)
a money order, certified or bank check drawn in United States currency or wire
transfer and payable to the Company in the amount of the Exercise Price
multiplied by the number of shares for which this Option is being exercised
(the Purchase Price), and (iii) the form of Election to Purchase attached
hereto duly completed and executed by the Holder. The payment and subscription
materials shall be accompanied by such other instruments or agreements duly signed
by Holder as may be reasonably necessary or advisable in order that the
issuance of such Option Stock complies with applicable rules and regulations
under the Securities Act of 1933, as amended (the Securities Act), any
applicable state securities laws or any requirement of any national securities
exchange on which Option Stock may be traded.


 


2.             Delivery of Stock
Certificates


 


As soon as practicable after exercise of this Option, in whole or in
part, the Company shall issue and deliver or cause to be delivered to, or upon
the order of, the Holder, in such name or names as may be directed by Holder
subject to the provisions of Section 7 hereof, a certificate or certificates
for the number of shares of Option Stock to which Holder is entitled, and if the
Option Stock represented by the surrendered Option shall not have been


 

















 


exercised in full, a new Option
for the remaining number of shares of Option Stock which shall not have been
exercised, (however, to the extent such a new Option is issued for such
remaining number of shares of Option Stock on the same terms and conditions as
set forth herein, such replacement Option may be unilaterally executed and
delivered by the Company, without need for Holder’s signature).


 


3.             Covenants as to
Option Stock


 


All the shares
of Option Stock issued pursuant to the exercise of this Option will, upon their
issuance, be validly issued and outstanding, fully paid and nonassessable. The
Company shall pay all documentary stamp taxes attributable to the initial
issuance of Option Stock. The Company shall not be required, however, to pay
any tax imposed in connection with any transfer involved in the issuance of
Option Stock in a name other than that of the Holder. In such case, the Company
shall not be required to issue any certificate for Option Stock until the
person or persons requesting the same shall have paid to the Company the amount
of any such tax or shall have established to the Company’s satisfaction that
the tax has been paid or that no tax is due. The Company shall at all times
reserve and keep available such number of shares of its authorized but unissued
Option Stock as shall from time to time be sufficient to permit the exercise of
this Option.


 


4.             Notice to Holder


 


4.1.          Notice to Holder.      If, at any time after the date hereof:


 


(a)           the Company shall authorize the
distribution to all holders of Option Stock or evidence of the Company’s
indebtedness, assets (other than Option Stock for which adjustment is provided
in Section 5 hereof) or cash dividends or cash distributions payable out of
current earnings, retained earnings or earned surplus or dividends payable in
capital stock of the Company;


 


(b)           there shall be proposed any
consolidation or merger to which the Company is to be a party and for which
approval of the holders of Option Stock is required, or the conveyance or
transfer of the assets of the Company substantially as an entirety;


 


(c)           there shall be
proposed any capital reorganization or reclassification (other than a
subdivision or combination of shares, stock dividend, consolidation, merger, or
conveyance or transfer of assets provided for elsewhere herein); or


 


(d)           there shall be
proposed the voluntary or involuntary dissolution, liquidation or winding up of
the Company;


 


the Company shall cause to be
given to Holder at the address registered with the Company, by first-class
mail, postage prepaid, a written notice stating (i) the date as of which the
holders of record of shares of Option Stock to be entitled to receive any such
distributions are to be determined or (ii) the date on which any consolidation,
merger, conveyance, transfer, reorganization, reclassification, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Option Stock shall be
entitled to exchange the shares for securities or other property, if any,
deliverable upon the consolidation, merger, conveyance, transfer,
reorganization, reclassification, dissolution, liquidation or winding up. Such
notice shall be filed and mailed in the case of a notice pursuant to clause (i)
above at least 10 calendar days before the record date specified and, in the
case of a notice pursuant to clause (ii) above, at least 20 calendar days
before the earlier of the dates specified. Any notice pursuant to clause (ii)
above shall also state whether or not unexercised Options will become void as
provided in the last sentence of Section 4.2.


 


4.2.          Expiration Date of Options
or Limitations of Rights.  
For any transaction pursuant to Section 4.1(b) in which the
Company is not the surviving or acquiring entity and Holder does not exercise
all of this Option, the Company shall use reasonable efforts to negotiate to
cause the surviving or acquiring entity to assume the obligation represented by
this Option so as to insure that Holder will thereafter have the right to
acquire and receive in lieu of the shares of Option Stock then immediately
acquirable and receivable upon exercise of this Option, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of


 

















 


shares of Option Stock then
immediately acquirable and receivable upon exercise of this Option had such
transaction not taken place. As to any transaction specified in Section 4.1(b)
above in which the Company shall not be the surviving or acquiring party and in
which the Company is unable to negotiate the assumption of the obligations
represented by this Option by the acquiring or surviving entity (and the Company
has used its reasonable efforts to negotiate such assumption), or in which the
Company is disposing of substantially all of its assets, or any transaction
specified in Section 4.1(c) or (d), the right to exercise this Option shall
expire at the close of business on the later of the dates specified in such
notice as the date on which any consolidation, merger, conveyance, transfer,
reorganization, reclassification, dissolution, liquidation or winding up is
expected to become effective and the date as of which it is expected that
holders of record of shares of Option Stock shall be entitled to exchange such
shares for securities or other property, if any, deliverable upon the
consolidation, merger, conveyance, transfer, reorganization, reclassification, dissolution,
liquidation or winding up.


 


Any Option not so exercised in
such cases shall become void and all rights under this Option shall cease.


 


5.             Adjustments for Stock
Splits, Etc.


 


If the Company shall issue any shares of the same class as the Option
Stock as a stock dividend or subdivide the number of outstanding shares of such
class into a greater number of shares, then, in either such case, the Exercise
Price in effect before such dividend or subdivision shall be proportionately
reduced and the number of shares of Option Stock at that time issuable pursuant
to the exercise of this Option shall be proportionately increased; and,
conversely, if the Company shall contract the number of outstanding shares of
the same class as the Option Stock by combining such shares into a smaller
number of shares, then the Exercise Price in effect before such combination
shall be proportionately increased and the number of shares of Option Stock at
that time issuable pursuant to the exercise of this Option shall be proportionately
decreased. Each adjustment in the number of shares of Option Stock issuable
hereunder shall be to the nearest whole share.


 


6.             Fractional Shares


 


No fractional shares shall be issued upon the exercise of this Option.
In lieu of fractional shares, the Company shall pay the Holder a sum in cash
equal to the fair market value of the fractional shares (as determined by the
Company’s Board of Directors) on the date of exercise.


 


7.             Restrictions on
Transfer


 


Neither this Option nor the Option Stock issued upon exercise hereof
shall be transferable by the Holder or Holder’s permitted assigns except (a) to
persons who demonstrate to the reasonable satisfaction of the Company that they
are accredited investors within the meaning of Regulation D promulgated under
the Securities Act or otherwise reasonably appropriate and acceptable to the
Company to demonstrate compliance with the Securities Act and Regulation S
promulgated thereunder, (b) in the case of an individual, pursuant to such
individual’s last will and testament or the laws of descent and distribution,
or (c) to any underwriter in connection with an underwritten public offering in
which this Option will be exercised by such underwriters prior to or
concurrently with the sale of the Option Stock to the public and, in any of the
foregoing cases, only in compliance with the Securities Act. Any attempted
transfer in contravention of this Section 7 shall be null and void. Any
such transferee may be required to execute an investment letter containing representation
and warranties as to such transferee’s investment intent, financial
sophistication and ability to bear the risk of any investment in the Option and
the Option Stock, and containing substantially similar warranties and
representations to those contained in Section 9 hereof or otherwise reasonably
appropriate and acceptable to the Company to demonstrate compliance with the
Securities Act, before any such transfer shall be given effect.


 


8.             Legend


 


Each stock certificate representing Option Stock shall carry such
appropriate legend, and such written instructions shall be given to the
Company’s transfer agent, as may be reasonably necessary or advisable to
satisfy the requirements of Regulation S, the Securities Act or any state
securities laws.


 

















 


9.             Investment Warranties
and Representations


 


In connection with the acquisition of this Option, and with the
understanding that warranties and representations of similar effect hereto may
be required to be made by any holder of this Option in connection with the
exercise thereof, Holder hereby makes the following representations to the
Company in order that the Company may rely on such representations in
connection with the issuance and sale of this Option and/or the Option Stock:


 


(a)           Holder is at present
financially able to bear the economic risks of an investment in this Option and
the Option Stock of the Company and has no need for liquidity in this
investment.


 


(b)           Holder has received
no public solicitation or advertisement and has attended no public seminar or
meeting regarding investment in the Company, nor is Holder aware of any such
public solicitation, advertisement or meeting.


 


(c)           This Option has
been, and, if the Option is exercised, the Option Stock will be, acquired for
the account of Holder for investment and not with a view to resale or further
distribution thereof in contravention of applicable law.


 


(d)           Holder has no
contract, undertaking, arrangement or agreement with any person to sell or
transfer or to have any person sell for Holder all or any of the Option or
Option Stock and is aware of and agrees to the restrictions on transferability
of the Option imposed by Section 7 hereof.


 


(e)           Prior to any
exercise of the Option, Holder understands and agrees that it may be required
to represent and provide such reasonably satisfactory evidence thereof as the
Company may require that Holder is an accredited investor within the meaning of
Regulation D promulgated by the Securities and Exchange Commission.


 


(f)            Holder is
knowledgeable in and experienced with respect to investments in general and
with respect to investments of a nature similar to an investment in the
Company. By reason of such knowledge and experience, Holder is capable of
evaluating the merits and risks of, and making an informed business decision
with regard to, an investment in the Company.


 


(g)           Holder (i) received
all the information that Holder deemed necessary to make an informed investment
decision with respect to an investment in the Company, (ii) has had the
unrestricted opportunity to make such investigation as Holder desired
pertaining to the Company and an investment therein to verify the information
previously furnished to Holder; and (iii) has had the opportunity to ask
questions of the Company’s representatives concerning the Company.


 


(h)           Holder hereby
consents to the placement of a legend on any certificate evidencing the Option
or Option Stock, which legend shall be in form substantially as set forth at
the top of this Option, or as otherwise required by the Company.


 


(i)            Holder also
consents to the placement of a stop order on the stock transfer books of the
Company to enforce the restrictions set forth in the above-mentioned legend.
Holder further agrees to indemnify to hold the Company harmless from and against
all loss, liabilities, obligations and costs arising out of or related to the
resale or distribution by Holder of all or any portion of the Option and Option
Stock under such circumstances as to bring the issuance, sale or transfer of
the Option and Option Stock within the provisions of Section 5 of the
Securities Act unless a Registration Statement under the Securities Act is in
effect as to the Option or Option Stock or unless an opinion of counsel
satisfactory to the Company is delivered opining that an exemption from such
registration requirements is available for any such sale or transfer.


 


(j)            Holder understands
and acknowledges that the offer and sale of the Option and Option Stock have
not been registered under the Securities Act, or under the securities laws of
any state (the securities laws), on the grounds that the offering and sale of
the Option and Option Stock are exempt from registration pursuant to Section
4(2) of the Securities Act and Regulation D promulgated thereunder, and
pursuant to Rule 903 or Rule 904 of Regulation S, and that the Company’s
reliance upon such exemptions is, in part, predicated upon Holder’s


 

















 


representations, warranties,
agreements and certifications set forth in this Agreement, nor have the Option
or Option Stock been registered or qualified for sale under the laws of the
other jurisdiction (either within or outside of the United States) and that the
Company has no obligations hereunder or any current intention to effect any
such registration or qualification.


 


(k)           Holder has consulted
with securities counsel in regard to the securities laws and is fully aware (i)
of the circumstances under which Holder is required to hold the Option and
Option Stock, (ii) of the limitations on the transfer or disposition of the
Option and Option Stock, (iii) that the Option and Option Stock must be held
indefinitely unless the transfer thereof is registered under the securities
laws or an exemption from registration is available and (iv) that no exemption
from registration is likely to become available for at least one year from the
date of acquisition of the Option and Option Stock. Holder has been advised by
securities counsel as to the provisions of Rules 144 and 145 and Regulation S
as promulgated by the SEC under the Act and has been advised of the applicable
limitations thereof. Holder acknowledges that the Company is relying upon the
truth and accuracy of the representations and warranties in this Agreement by
Holder in consummating the transactions contemplated by this Agreement without
registering the securities under the securities laws.


 


(m)          Offshore
Transaction.         Holder hereby
represents and warrants to the Company as follows:


 


(1)                                   The Holder did not
receive any offer to purchase the Option or Option Stock in the United States.
This Agreement has not been executed by the Holder in the United States.


 


(2)                                   The Holder is not a
U.S. person, as defined by Rule 902(k) of Regulation S (a U.S. Person),
promulgated under the Securities Act and as set forth in Schedule A attached hereto,
and is not acquiring the Option or Option Stock directly or indirectly, for the
account or benefit of any U.S. Person.


 


(3)                                   This transaction is
not part of a plan or scheme to evade the registration requirements of the
Securities Act, nor will Holder engage in any transaction or series of
transactions that although in technical compliance with Regulation S, is part
of a plan or scheme to evade the registration requirements of the Securities
Act with respect to the Option or Option Stock.


 


(4)                                   All subsequent
offers and sales of the Option or Option Stock by Holder shall be made in
compliance with Regulation S under the Securities Act, pursuant to registration
under the Securities Act or pursuant to an exemption from such registration. In
any case, the Option or Option Stock shall not be resold to U.S. persons or
within the United States during the period of one year commencing on the date
of the closing of the issuance of the Option or Option Stock.


 


(n)           Prior to any
exercise of the Option, Holder understands and agrees that it either (i) cannot
be a U.S. Person as such term is defined by Rule 902(k) of Regulation S
promulgated under the Securities Act or (ii) must provide to the Company a
written opinion of counsel, which such counsel may be counsel to the Company,
to the effect that the Option and the shares of Common Stock issuable to the
undersigned pursuant to the exercise of the Option have either been registered
under the Securities Act or are exempt from registration thereunder.


 


(o)           Holder understands
and agrees that the Option may not be exercised within the United States and
the shares of Common Stock issuable upon exercise of the Option may not be
delivered by the Company to any address within the United States.


 

















 


10.          Holder
as Owner


 


The Company
may deem and treat the holder of record of this Option as the absolute owner
hereof for all purposes regardless of any notice to the contrary.


 


11.          No Shareholder Rights


 


This Option shall not entitle the Holder nor any other person or entity
to any voting rights or any other rights or privileges as a shareholder of the
Company or to any other rights or privileges whatsoever except the rights
stated herein; and no dividend or interest shall be payable or shall accrue in
respect of this Option until and then only to the extent that this Option shall
be exercised and certificates representing the Option Stock have been issued
and delivered to Holder.


 


12.          Lost Option Certificate


 


Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Option and either (in the case of
loss, theft or destruction) reasonable indemnification or (in the case of
mutilation) the surrender of this Option for cancellation, the Company will
execute and deliver to the Holder, without charge, a new Option of like
denomination.


 


13.          Waivers and Amendments


 


(a)           This Option is being
issued pursuant to the terms of either the Technology Transfer Agreement (as
defined below) or Consulting Agreement dated
            between the
Company and
                    ,
as applicable. Any term of this Option may be amended with the written consent
of the Company and the holders of options representing not less than fifty
percent (50%) of the shares of Option Stock issuable upon exercise of any and
all outstanding options issued pursuant to the Research and Technology Transfer
Agreement (the Technology Transfer Agreement) dated
            ,
between                         
and the Company, as well as options issued to
                       
and other employees or affiliates of
                         
(collectively, the                  
Options), even without the consent of the Holder. Any amendment effected in
accordance with this Section 13 shall be binding upon each holder of any of the
                     
Options, each future holder of all such
                
Options, and the Company; provided, however, that no special consideration or
inducement may be given to any such holder in connection with such consent that
is not given ratably to all such holders, and that such amendment must apply to
all such holders equally and ratably in accordance with the number of shares of
Option Stock issuable upon exercise of their Option. The Company shall promptly
give notice to all holders of                    
Options of any amendment effected in accordance with this Section 13.


 


(b)           No waivers of, or
exceptions to, any term, condition or provision of this Option. in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.


 


14.          Notices


 


All notices required or permitted under this Option will be in writing,
will reference this Option and will be deemed given: (i) when sent by confirmed
facsimile; (ii) ten (10) working days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (iii) five (5)
working days after deposit with a commercial overnight carrier, with written
verification of receipt. All communications will be sent to the addresses set
forth below or to such other addresses as may be designated by a party by
giving written notice to the other party pursuant to this section:


 


	
  If to the
  Holder:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


	
   

  	
  Attention: 

  	
   

  
	
   

  	
   

  
	
  If to the
  Company:

  	
   

  
	
   

  	
   

  
	
   

  	
  Interleukin
  Genetics, Inc.

  
	
   

  	
  135 Beaver
  Street

  
	
   

  	
  Waltham, MA
  02452

  
	
   

  	
  Attention:
  Fenel Eloi

  



 


15.          Successor


 


All the covenants and provisions of this Option by or for the benefit
of the Company or Holder shall bind and inure to the benefit of their
respective successors and permitted assigns hereunder, provided that this
Section 15 shall not authorize Holder to assign this Option or the Option Stock
received upon exercise of this Option except as expressly set forth herein.


 


16.          Benefits of this Option


 


Nothing in this Option shall be construed to give to any person or
company other than the Company and the Holder any legal or equitable right,
remedy or claim under this Option. This Option shall be for the sole and
exclusive benefit of the Company and such Holder.


 


17.          Governing Law;
Arbitration


 


This Option shall be deemed to have been made under, and shall be
construed and interpreted in accordance with the laws of the State of Delaware.
U.S.A. No conflicts-of-law rule or law which might refer such construction and
interpretation to the laws of another state, republic, or country shall be
considered. Any national law, United Nations treaty or convention, or law
arising from any international treaty is hereby waived in favor of the
application of Delaware law. The parties hereto hereby specifically exclude the
application of The Convention for the International Sale of Goods. Except for
injunctive relief, all disputes arising in connection herewith shall be
resolved by the dispute resolution procedure of Section 8 of the Technology
Transfer Agreement. If either party hereto seeks an injunction, equitable
relief or enforcement of the arbitrator such action shall be submitted to the
exclusive jurisdiction of the courts in Boston, Massachusetts, U.S.A. and both
parties hereto agree to submit to the jurisdiction of such courts.


 


18.          Severability


 


Both parties hereto hereby especially agree in contract that neither
party hereto intends to violate any public policy, statutory or common law,
rule, regulation, treaty or decision of any government agency or executive body
thereof of any country or community or association of countries, that if any
word, sentence, paragraph or clause or combination thereof of this Option is
found, by a court or executive body with judicial powers having jurisdiction
over this Option or any of its parties hereto, in a final unappealed order to
be in violation of any such provision in any country or community or
association of countries, such words, sentences, paragraphs or clauses or
combination shall be inoperative in such country or community or association of
countries, and the remainder of this Option shall remain binding upon the
parties hereto.


 


19.          Headings


 


The headings contained in this Option are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Option.


 

















 


20.          Review
of Counsel


 


Each party
hereto acknowledges that it and its counsel have received and reviewed this
Option and that normal rules of construction, to the effect that ambiguities
are to be resolved against the drafting party, shall not apply to this Option
or to any amendments, modifications, schedules, exhibits or attachments to this
Option.


 


IN WITNESS
WHEREOF, the Company and the Holder have executed this Option as of the date
first written above.


 


	
   

  	
  INTERLEUKIN
  GENETICS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Fenel Eloi, Chief Operating Officer,

  	
   

  
	
   

  	
  Chief Financial Officer, Secretary and
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 

















 


ELECTION TO PURCHASE


To:          Interleukin Genetics, Inc.


 


The undersigned hereby irrevocably elects to purchase
               
shares of Common Stock of Interleukin Genetics, Inc. (the Company) issuable
upon the exercise of the attached Option, and requests that certificates for such
shares shall be issued in the name of and delivered to the address of the
undersigned,~ at the address stated below and, if said number of shares shall
not be all the shares that may be purchased pursuant to the attached Option,
that a new Option evidencing the right to purchase the balance of such shares
be registered in the name of, and delivered to, the undersigned at the address
stated below. The undersigned hereby agrees with and represents and warrants to
the Company that the undersigned is an accredited investor as defined in Rule
501 promulgated under the Securities Exchange Act of 1934, as amended, and that
said shares of the Common Stock of the Company are acquired for the account of
the undersigned for investment and not with a view to, or for sale in
connection with, any distribution or public offering thereof within the meaning
of the Securities Act of 1933, as amended.


 


The undersigned either (i) certifies that the undersigned is not a U.S.
Person as that term is defined by Rule 902(k) of Regulation S promulgated under
the Securities Act of 1933, as amended, nor is the undersigned acquiring said
shares of Common Stock on behalf of a U.S. Person or (ii) has provided to the
Company a written opinion of counsel, which such counsel may be counsel to the
Company, to the effect that the attached Option and the shares of Common Stock
issuable to the undersigned pursuant to this exercise of the Option have either
been registered under the Securities Act or are exempt from registration
thereunder.


 


The undersigned represents and warrants that the representations and
warranties contained in Section 9(m) of the attached Option Agreement are true
and correct as of today.


 


	
  Payment
  enclosed in the amount of $

  	
   

  
	
   

  
	
  Dated:

  	
   

  
	
   

  
	
  Name of
  holder of Options:

  	
   

  
	
   

  	
  (please print)

  
	
   

  
	
  Address:

  	
   

  
	
   

  
	
  Signature:

  	
   

  
						



 

















 


ASSIGNMENT


 


For value received, the undersigned hereby sells, assigns and transfers
to the transferee named below the attached Option, together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint
the transfer agent of Interleukin Genetics, Inc. (the Company) as the
undersigned’s attorney, to transfer said Option on the books of the Company,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  
	
   

  
	
  Name of
  holder of Options:

  	
   

  
	
   

  	
  (please print)

  
	
   

  
	
   

  
	
  Address:

  	
   

  
	
   

  
	
  Signature:

  	
   

  
	
   

  
	
  Name of
  transferee:

  	
   

  
	
   

  	
  (please print)

  
	
   

  
	
   

  
	
  Address of
  transferee:

  	
   

  
							



 

















 


SCHEDULE A


CATEGORIES OF U.S. PERSONS


 


1.                                     Any
natural person resident in the United States;


 


2.                                     Any
partnership or corporation organized or incorporated under the laws of the
United States;


 


3.                                     Any
estate of which any executor or administrator is a U.S. person;


 


4.                                     Any
trust of which any trustee is a U.S. person;


 


5.                                     Any
agency or branch of a foreign entity located in the U.S.;


 


6.                                     Any
non-discretionary account or similar account (other than estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person;


 


7.                                     Any
partnership or corporation if: (A) organized or incorporated under the laws of
any foreign jurisdiction; and (B) formed by a U.S. person principally for the
purpose of investment in securities not registered under the Act, unless it is
organized or incorporated and owned, by accredited investors (as defined in
Rule 501 [a]) who are not natural persons, estate or trusts.


 


8.                                     Any
employee benefit plan established and administered in accordance with the law
of a country other than the United States and customary practices and
documentation of such country shall not be deemed by a U.S. person.


 


9.                                     Any
agency or branch of a U.S. person located outside the United States shall not
be deemed a U.S. person if:


 


the agency or
branch operates for valid business reasons; and the agency or branch is engaged
in the business of insurance or banking and is subject to substantive insurance
or banking regulation, respectively, in the jurisdiction where located.


 


10.                               The
International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank,
the African Development Bank, the United States, and their agencies, affiliates
and pension plans, and any other similar international organizations, their
agencies, affiliates, and pension plans shall not be deemed U.S. person.