Exhibit 10.2


 


THIRD AMENDMENT


 


TO THE


 


COMMON STOCK PURCHASE AGREEMENT 


 


This Third Amendment (the “Amendment”)
to the Common Stock Purchase Agreement, dated May 17, 2013 (as on March 31, 2014 and May 30, 2014), by and among Interleukin Genetics,
Inc., a Delaware corporation (the “Company”), and the Purchasers identified on Schedule I thereto (the “Purchase
Agreement”), is made as of April 6, 2015, by and among the Company and the Purchasers set forth on the signature page
hereto. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Purchase Agreement.


 


WHEREAS, Section 6 of the Purchase Agreement
sets forth rights granted to certain Designors with respect to the designation by such Designors of individuals to serve on the
Board of Directors of the Company (the “Board”);


 


WHEREAS, the Board has determined to hire
a new Chief Executive Officer and wishes to appoint the such Chief Executive Officer as a member of its Board of Directors;


 


WHEREAS, the Company , the Purchasers set
forth on the signature page hereto and Pyxis wish to amend the Purchase Agreement by amending Section 6 as set forth below;


 


WHEREAS, in accordance with Section 6(f)
of the Purchase Agreement, by executing and delivering this Amendment, the Company, the Purchasers set forth on the signature page
hereto and Pyxis have approved this Amendment.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


 1. Amendment of Section 6(a) of the Purchase Agreement.




 


The Purchase Agreement is hereby amended
by deleting Section 6(a) in its entirety and by substituting in lieu thereof the following:


 


“(a)Board
Composition; Appointment of Director Designees. The Board shall take all actions necessary such that the Board shall consist
of eight (8) members and shall be composed as follows:


 


(i)the Class I directors with a term ending at
the 2016 annual meeting of stockholders shall consist of one independent director (currently William C. Mills III) and one director
designated by Pyxis Innovations Inc. (currently Joseph M. Landstra) (a “Pyxis Designee”);


 


(ii)the Class II directors with a term ending
at the 2017 annual meeting of stockholders shall consist of the Company’s Chief Executive Officer, Kenneth S. Kornman, Ph.D.,
the Company’s founder and Chief Scientific Officer (for so long as Dr. Kornman remains employed by the Company), and one
director designated by Bay City Capital Fund V, L.P. (currently Dayton Misfeldt) (a “BCC Designee”); and


 






    	 



    	 



    

 


(iii)the Class III directors with a term ending
at the 2015 annual meeting of stockholders shall consist of one director designated by Pyxis Innovations Inc. (currently Roger
C. Colman) (a “Pyxis Designee”), one independent director (currently James Weaver), and one director designated
by Bay City Capital Fund V, L.P. (currently Lionel Carnot) (a “BCC Designee”).


 


The Pyxis Designees and the BCC Designees,
shall be collectively referred to herein as the “Director Designees.” Each of the shareholders entitled to designate
a director hereunder is referred to herein as a “Designor.” The rights provided under this Section 6 are the
exclusive rights of each such Designor and are not transferable.”


 


2.Miscellaneous.


 


(i)Except as contemplated by this Amendment, all of
the terms and conditions of the Purchase Agreement shall remain in full force and effect.


 


(ii)This Amendment may be executed in
one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.


 


REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK


 




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IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the date first above written.


 





	 	COMPANY:	 
	 	 	 	 
	 	INTERLEUKIN GENETICS, INC.	 
	 	 	 	 
	 	By:	/s/ Kenneth S. Kornman	 
	 	Name: 	Kenneth S. Kornman	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	 	PYXIS:	 
	 	 	 	 
	 	PYXIS INNOVATIONS, INC.	 
	 	 	 	 
	 	By:	/s/ Rainey S. Repins	 
	 	Name:	Rainey S. Repins	 
	 	Title:	Assistant Secretary	 
	 	 	 	 
	 	PURCHASERS:	 
	 	 	 	 
	 	BAY CITY CAPITAL FUND V, L.P.	 
	 	By: Bay City Capital Management V LLC, its General Partner	 
	 	By Bay City Capital LLC, its Manager	 
	 	 	 	 
	 	By:	/s/ Carl Goldfischer	 
	 	Name:	Carl Goldfischer	 
	 	Title:	Manager and Managing Director	 
	 	 	 	 
	 	BAY CITY CAPITAL FUND V CO-INVESTMENT FUND, L.P.	 
	 	By: Bay City Capital Management V LLC, its General Partner	 
	 	By Bay City Capital LLC, its Manager	 
	 	 	 	 
	 	By:	/s/ Carl Goldfischer	 
	 	Name:	Carl Goldfischer	 
	 	Title:	Manager and Managing Director	 
	 	 	 	 
	 	GROWTH EQUITIES OPPORTUNITIES FUND III, LLC	 
	 	 	 	 
	 	By:	/s/ Louis S. Citron	 
	 	Name:	Louis S. Citron	 
	 	Title:	Chief Legal Officer	 


 






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