Exhibit 10.1


CONFIDENTIAL


EXECUTION VERSION


 


SERVICES AGREEMENT


 


THIS SERVICES AGREEMENT
(this “Agreement”) is entered into effective
as of July 1, 2016, by and between Interleukin Genetics, Inc., with an address of 135 Beaver Street, Waltham, MA 02452 (“INTERLEUKIN”),
and Alticor Inc., with an address of 7575 Fulton Street East, Ada, MI 49355, as plan sponsor and plan administrator for
the Amway Employee Health & Welfare Plan (“AMWAY”).


 


Each of INTERLEUKIN
and AMWAY is sometimes referred to individually herein as a “Party”,
and INTERLEUKIN and AMWAY are sometimes referred to collectively herein as the “Parties”.


 


WHEREAS, INTERLEUKIN is the owner
of, or otherwise controls, genetic testing services currently sold under the PerioPredict® brand name (the “Test”
or “Tests”); and


 


WHEREAS, AMWAY desires
to purchase the Tests and accompanying Services for the benefit of the participants in the Dental and Vision Option of the Amway
Employee Health & Welfare Plan;


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereto, intending
to be legally bound, hereby agree as follows:


 


 


1.       DEFINITIONS


 


Whenever used in this
Agreement with an initial capital letter, the terms defined in this Section 1 shall have the meanings specified.


 


1.1       “Affiliate”
means, with respect to any Party, any person that, directly or through one or more Affiliates, controls, or is controlled by, or
is under common control with, such Party. For purposes of this definition, “control” means (a) ownership
of more than fifty percent (50%) of the shares of stock entitled to vote for the election of directors in the case of a corporation,
or more than fifty percent (50%) of the equity interests in the case of any other type of legal entity, (b) status as a general
partner in any partnership, or (c) any other arrangement whereby a person controls or has the right to control the board of directors
of a corporation or equivalent governing body of an entity other than a corporation.


 


1.2       “AMWAY
Employees” means the employees of AMWAY or its Affiliates.


 


 


	 	 


 






	INTERLEUKIN/Agreement	Page 1


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



 






    	 



     


    

 


 


1.3       “Applicable
Laws” means federal, state, local, national and supra-national laws, statutes, rules and regulations, including any
rules, regulations, guidance, guidelines or requirements of regulatory authorities, national securities exchanges or securities
listing organizations, that may be in effect from time to time during the Term and applicable to a particular activity hereunder.


 


1.4       “Change
of Control” means, with respect to either Party, (a) a merger, consolidation, share exchange or other similar transaction
involving either Party and any non-Affiliated third party (a “Third
Party”) which results in the holders of the outstanding voting securities of either Party immediately prior
to such merger, consolidation, share exchange or other similar transaction ceasing to hold more than fifty percent (50%) of the
combined voting power of the surviving, purchasing or continuing entity immediately after such merger, consolidation, share exchange
or other similar transaction (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a
particular jurisdiction); (b) any transaction or series of related transactions (other than an investment transaction by an entity,
the purpose of which is to raise capital for the Party) in which a Third Party, together with its Affiliates, becomes the beneficial
owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of the Party (or such lesser percentage
which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction), or (c) the sale or other transfer
to a Third Party of all or substantially all of either Party’s assets which relate to this Agreement.


 


1.5       “Confidential
Information” means (a) with respect to INTERLEUKIN, all tangible embodiments of the Tests; and (b) with respect to
AMWAY, all data regarding Plan participants that may be delivered to INTERLEUKIN, provided that AMWAY will not deliver any Protected
Health Information (as defined by HIPAA) with the exception of contact information regarding eligible Plan participants for the
purpose of providing the Tests and the Services; and (c) with respect to each Party, all information and technology disclosed or
provided by or on behalf of such Party (the “Disclosing Party”) to the other Party (the “Receiving
Party”) or to any of the Receiving Party’s employees, consultants, Affiliates or sublicensees pursuant to or
in connection with this Agreement if a reasonable person would consider such information confidential due to the type of information
and circumstances of disclosure; provided, that, none of the foregoing shall be Confidential Information if: (i) as of the date
of disclosure by the Disclosing Party, it is known to the Receiving Party or its Affiliates as demonstrated by contemporaneous
written documentation, other than by virtue of a prior confidential disclosure to such Receiving Party; (ii) as of the date of
disclosure by the Disclosing Party, it is in the public domain, or it subsequently enters the public domain through no fault of
the Receiving Party; (iii) it is obtained by the Receiving Party from a Third Party having a lawful right to make such disclosure
free from any obligation of confidentiality to the Disclosing Party; or (iv) it is independently developed by or for the Receiving
Party without reference to or use of any Confidential Information of the Disclosing Party as demonstrated by contemporaneous written
documentation. For purposes of clarity, the terms of this Agreement shall constitute Confidential Information of each Party. Notwithstanding
the provisions in subsection (i) through (iv) of this section 1.4, information regarding participants in the Plan provided by AMWAY
to INTERLEUKIN for the purposes of providing the Tests and Services, and all results of such Tests and Services, shall always be
considered Confidential Information, and INTERLEUKIN shall protect such information consistent with the HIPAA Business Associate
Addendum that is attached to this Agreement.


 








 


	 	 


 






	INTERLEUKIN/Agreement	Page 2


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    	 



     


    

 


 


1.6       “Control”
or “Controlled” means, with respect to technology, patent rights, trademarks, design looks, or copyrights,
the possession by a Party of the right to grant a license or sublicense to such technology, patent rights, trademarks, design looks,
or copyrights as provided herein without the payment of additional consideration to, and without violating the terms of any agreement
or arrangement with, any Third Party and without violating any Applicable Law.


 


1.7       “Effective
Date” means the date first set forth above in the introductory paragraph to this Agreement.


 


1.8       “Force
Majeure Event” means any occurrence beyond the reasonable control of a Party that (a) prevents or substantially interferes
with the performance by such Party of any of its obligations hereunder and (b) occurs by reason of any act of God, flood, fire,
explosion, earthquake, strike, lockout, labor dispute, casualty or accident, or war, revolution, civil commotion, act of terrorism,
blockage or embargo, or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government
or of any subdivision, authority or representative of any such government.


 


1.9       “HIPAA”
means the Health Insurance Portability and Accountability Act of 1996.


 


1.10       “Plan”
means the Dental and Vision Option of the Amway Employee Health & Welfare Plan. Amway employees who are enrolled in the Plan
are considered to be “participants” or “participating” in the Plan.


 


1.11       “Program”
means the combined product offering from INTERLEUKIN, including both the Tests and accompanying Services.


 


1.12       “Promotional
and Marketing Materials” means all websites, marketing, sales, promotional or other published literature used in
connection with the Tests.


 


1.13       “Sample
Collection Sets” means the materials necessary for INTERLEUKIN to process the Tests.


 


1.14       “Services”
means any efforts INTERLEUKIN employs to enable access to, and utilization of, the Tests to employees of AMWAY or its Affiliates
participating in the Plan, including but not limited to providing Sample Collection Sets, Promotional and Marketing Materials,
access to web portals and communications platforms, and educational webinars to providers.


 








 


	 	 


 






	INTERLEUKIN/Agreement	Page 3


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    	 



     


    

 


 


2.       INTERLEUKIN
RESPONSIBILITIES


 


2.1       INTERLEUKIN
will provide the Tests and the Services to any AMWAY Employees participating in the Plan who choose to take part in the Program.


 


2.2       Performance
of a Test. All of the Tests will be processed at INTERLEUKIN’s CLIA certified laboratory in Waltham, MA. INTERLEUKIN
will provide Test results consistent with INTERLEUKIN standard procedures, which shall be no less than the industry standards,
as and as published in any materials provided to AMWAY Employees or to AMWAY, approximately two (2) weeks, but no longer than four
(4) weeks, from the receipt by INTERLEUKIN of cheek swabs from which INTERLEUKIN can obtain sufficient DNA to perform the analysis.


 


2.3       INTERLEUKIN
shall provide each AMWAY Employee participating in the Plan and who choose to take part in the Program with test results in its
standard format or as otherwise described in published materials through participant’s dental care provider. INTERLEUKIN
shall not provide Amway with any test results or other Protected Health Information as defined by HIPAA. Nevertheless, INTERLEUKIN
shall provide Amway, upon Amway’s request, with any de-identified aggregated data that Amway deems reasonably necessary to
monitor the success of the Program.


 


2.4        INTERLEUKIN
shall not disclose or transmit any Personal Identifiable Information (as defined under any Applicable Law) or Protected Health
Information (as defined HIPAA) of AMWAY Employees in relation to the Tests that has not been authorized.


 


2.5        INTERLEUKIN
shall maintain in effect at all times during the terms of this Agreement insurance in coverages and amounts consistent with prevailing
industry standards for the services being provided, together with any other insurance and bonds required by law, protecting against
losses, claims, demands, proceedings, damages, costs, charges and expenses for injuries to any person or damage to property arising
out of INTERLEUKIN’s provision of the Tests and performance of the Services or any other action or omission of INTERLEUKIN
in connection with this Agreement, to the extent that such injuries or damages are attributable to the fault or negligence of INTERLEUKIN
or its employees, agents or subcontractors. Upon request, INTERLEUKIN will furnish to Amway insurance certificates that confirm
such insurance coverage.


 


 


3.       AMWAY RESPONSIBILITIES


 


3.1       AMWAY
will pay INTERLEUKIN the price per Test shown in Exhibit A. Such price shall include payment for both the Tests and Services.


 


3.2       Each
Plan participant shall be responsible for engaging INTERLEUKIN for the Tests and Services. INTERLEUKIN shall deliver results of
the Tests solely to each applicable Plan participant’s care provider as directed by the Plan participant. AMWAY will provide
INTERLEUKIN with contact information regarding eligible Plan participants for the purpose of providing the Tests and the Services,
and, if available and agreed-upon by both Parties, and in accordance with any law or regulation, dental and medical usage codes
for its employees solely for the purpose of assessing and reporting various metrics regarding the effectiveness of the Services.








 


	 	 


 






	INTERLEUKIN/Agreement	Page 4


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.







    	 



     


    

 


 


3.3       AMWAY
will work collaboratively with INTERLEUKIN to enable reasonable access to its Plan participants for communications solely for the
purpose of communicating the benefits, and increasing the effective utilization, of the Program. All such communications shall
comply with HIPAA requirements and the attached HIPAA Business Associate Addendum.


 


3.4       AMWAY
will send out email and mail communications to its Plan participants informing them of the Program and methods by which they may
access the Tests.


 


3.5        AMWAY
shall have no obligation to require any of its Plan participants to take part in the Program or use the Tests.


 


 


4.       PAYMENT TERMS


 


4.1       INTERLEUKIN
shall provide an invoice to AMWAY for all Tests performed in the previous month, billed at the rate shown in Exhibit A.


 


4.2       Payment
from AMWAY is due in full within sixty (60) days from the date AMWAY receives the invoice. Invoices that are past due by more than
seven (7) days will be subject to a late charge of one percent (1%) per month on the amount of the past due balance.


 


 


5.       COVENANTS,
REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION


 


5.1       Covenants,
Representations and Warranties. Each Party covenants, represents and warrants to the other Party that:


 


		5.1.1	it has full power and authority to enter into this Agreement and to perform its obligations hereunder;



 


		5.1.2	it will meet its obligations hereunder in a professional and workmanlike manner and with personnel
with appropriate expertise and experience;



 


		5.1.3	it has obtained all permits, licenses, and other governmental authorizations and approvals required
for its performance under this Agreement;



 


		5.1.4	the products to be sold and the services to be rendered by each Party and the exercise of the licenses
and rights granted hereunder shall not infringe or violate any patent, copyright, trademark, or other proprietary right of any
Third Party; and



 








 


	 	 


 






	INTERLEUKIN/Agreement	Page 5


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    	 



     


    

 


 


		5.1.5	it will fully comply with all Applicable Laws and regulations.



 


5.2       Indemnification
of AMWAY by INTERLEUKIN. INTERLEUKIN shall indemnify, defend and hold harmless AMWAY, its Affiliates, their respective directors,
managers, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “AMWAY
Indemnitees”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that
are incurred by AMWAY Indemnitees /awarded against AMWAY Indemnitees (“Losses”)
incurred by or imposed upon the AMWAY Indemnitees, or any one of them, as a direct result of claims (“Claims”)
arising out of (a) the breach by INTERLEUKIN of this Agreement, except with respect to any Claims or Losses that result from a
material breach of this Agreement by, or the gross negligence or willful misconduct of, AMWAY; provided, however, that, with respect
to any Claim for which AMWAY has an obligation to any INTERLEUKIN Indemnitee pursuant to Section 5.3 and INTERLEUKIN has an obligation
to any AMWAY Indemnitee pursuant to this Section 5.2, each Party shall indemnify each of the other Party’s Indemnitees for
its Losses to the extent of its responsibility, relative to the other Party, for the facts underlying the Claim; (b) the gross
negligence, fraud or willful misconduct of INTERLEUKIN; or (c) any bodily injury, death of any person or damage to real or tangible
personal property caused by the grossly negligent or more culpable acts or omissions of INTERLEUKIN or its personnel (including
any reckless or willful misconduct).


 


5.3       Indemnification
of INTERLEUKIN by AMWAY. AMWAY shall indemnify, defend and hold harmless INTERLEUKIN, its Affiliates, their respective directors,
managers, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “INTERLEUKIN
Indemnitees”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that
are incurred by AMWAY Indemnitees /awarded against AMWAY Indemnitees (“Losses”)
incurred by or imposed upon the INTERLEUKIN Indemnitees , or any one of them, as a direct result of Claims arising out of (a) the
breach by AMWAY of this Agreement, except with respect to any Claims or Losses that result from a material breach of this Agreement
by, or the gross negligence or willful misconduct of, INTERLEUKIN; provided, however, that, with respect to any Claim for which
INTERLEUKIN has an obligation to any AMWAY Indemnitee pursuant to Section 5.2 and AMWAY has an obligation to any INTERLEUKIN Indemnitee
pursuant to this Section 5.3, each Party shall indemnify each of the other Party’s Indemnitees for its Losses to the extent
of its responsibility, relative to the other Party, for the facts underlying the Claim; (b) the gross negligence, fraud or willful
misconduct of AMWAY; or (c) any bodily injury, death of any person or damage to real or tangible personal property caused by the
grossly negligent or more culpable acts or omissions of AMWAY or its personnel (including any reckless or willful misconduct).


 








 


	 	 


 






	INTERLEUKIN/Agreement	Page 6


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.







    	 



     


    

 


 


5.4       Conditions
to Indemnification. A person seeking recovery under this Section 5 (the “Indemnified Party”) in respect
of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”)
and, provided that the Indemnifying Party is not contesting its obligation under this Section 5, shall permit the Indemnifying
Party to control any litigation relating to such Claim and the disposition of such Claim; provided that the Indemnifying Party
(a) acts reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the
settlement or disposition relates to such Indemnified Party and (b) does not settle or otherwise resolve such claim without the
prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each
Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall
have the right to be present in person or through counsel at all legal proceedings with respect to such Claim. Indemnified Party's
failure to provide a notice to Indemnifying Party under this Section 5.4 does not relieve Indemnifying Party of any liability that
Indemnifying Party may have to Indemnified Party, but in no event shall Indemnifying Party be liable for any Losses that result
directly from a delay in providing notice, which delay materially prejudices the defense of the related third-party claim.


 


 


6.       TERM AND TERMINATION


 


6.1       Term.
The initial term of this Agreement shall commence on the Effective Date and continue for a period of thirty six (36) months (the
“Initial Term”). Thereafter, this Agreement may be renewed for additional terms of twelve (12) months
(each, a “Renewal Term” and together with the Initial Term, the “Term”) and
shall be considered automatically so renewed, unless sooner terminated in accordance with this Section 6.


 


6.2       Termination.
Either party shall have the right to terminate this Agreement upon the occurrence of any of the following events:


 


		6.2.1	Confidential Information. Immediately upon written notice if the other Party breaches confidentiality.



 


		6.2.2	Other Defaults. If the other Party defaults in the performance of any of its material obligations
under this Agreement and such default continues for a period of fifteen (15) days after receipt of written notice specifying the
nature of the breach.



 


		6.2.3	Without Cause. After the initial twelve (12) months, for any or no reason, upon at least
ninety (90) days’ prior written notice to the other Party.



 


		6.2.4	Applicable Law. Immediately upon written notice if the other Party breaches an Applicable
Law.






 


6.3       Effect
of Termination. Upon termination of this Agreement, all rights and licenses granted under this Agreement shall terminate, provided,
however, that the provisions of Section 2.2, Article 5 and Section 7.8 shall survive termination.


 








 


	 	 


 






	INTERLEUKIN/Agreement	Page 7


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.







    	 



     


    

 


 


7.       GENERAL


 


7.1       Press
Releases. Any press releases regarding the relationship of the Parties under this Agreement must be approved by both Parties
before issuance of such release to the public.


 


7.2       Force
Majeure. Neither Party will be liable to the other for any failure to perform any obligation under this Agreement if such failure
is caused by, or arises from, a Force Majeure Event.


 


7.3       Governing
Law; No Waiver; Attorneys’ Fees; Counterparts. This Agreement shall be governed by and interpreted according to the laws
of the State of Michigan, without regard to the conflicts of law provisions of State of Michigan or any other state or country.
Each Party (a) agrees that any litigation arising out of this Agreement may be brought only in the state or federal courts whose
jurisdiction includes Kent County, State of Michigan, (b) consents to the jurisdiction of such courts, and (c) waives any argument
that any such court is an inconvenient forum. No failure or delay by a Party in exercising any right, power or privilege hereunder
will be deemed or operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other further exercise
of any right, power or privilege hereunder. In the event of any dispute or if it becomes necessary to enforce the provisions of
this Agreement, the successful Party shall be entitled to recover reasonable expenses, including reasonable attorneys and other
professional fees, in addition to any other available remedies. This Agreement may be executed in one or more counterparts, each
of which will be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute
one and the same instrument.


 


7.4       Assignment.
This Agreement shall not be assigned by either Party to any Third Party without the prior written permission of the other Party
hereto. Non-assignment of this Agreement is also applicable during any Change of Control.


 


7.5       Headings
and Severability. The headings in this Agreement are intended to be a convenience only and are not intended to affect interpretation.
Any invalidity in whole or in part shall not affect the validity of any other provision of this Agreement.


 


7.6       Modification.
The terms of this Agreement may not be modified, unless such modification is in writing and signed by duly authorized representatives
of each Party.


 


7.7       Waiver.
The waiver of any breach of any covenants and conditions of this Agreement shall not hinder or otherwise prevent the subsequent
enforcement of said rights.


 


7.8       Notice.
Any notice under this Agreement shall be in writing and shall, for all purposes, be deemed to have been fully given on the date
personally delivered or received by registered or certified mail, return receipt requested, postage prepaid, and properly addressed
to the respective Parties at the addresses set forth above, or at such other address for either Party as may be specified by such
Party in accordance with this section for such purpose.


 


 


	 	 


 






	INTERLEUKIN/Agreement	Page 8


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.







    	 



     


    

 


Contact Information


 


INTERLEUKIN contact:


 


Paul Voegelin


Vice President, Marketing


Interleukin Genetics, Inc.


135 Beaver Street


Waltham, MA 02452


 


AMWAY contact:


 


Brian Riefepeters


Manager, Corporate Compensation & Benefits


Amway


7575 Fulton Street


Ada, MI 49355


 


7.9       Any
communications to AMWAY Employees regarding the Program must be approved in writing by both Parties’ designated contact shown
in section 7.8.


  


7.10       Independent
Contractor. The Parties do not intend by this Agreement to create a partnership, principal/agent, employer/employee, or joint
venture relationship and nothing in this Agreement shall be construed as creating such a relationship between the Parties. Neither
Party nor its agents or employees are the representatives of the other Party for any purpose except as expressly set forth in this
Agreement, and neither Party has the power or authority as agent, employee or any other capacity to represent, act for, bind or
otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever.


 


7.11       Entire
Agreement. This Agreement constitutes the entire agreement between AMWAY and INTERLEUKIN with respect to the sale of the Tests
and accompanying Services and supersedes all earlier agreements and understandings, oral and written, between the Parties with
regard to such sale.


 


IN WITNESS WHEREOF,
AMWAY and INTERLEUKIN have duly authorized their representatives to make and sign this Agreement as of the Effective Date written
above.


 


 


INTERLEUKIN:


 


INTERLEUKIN GENETICS, INC.


 








 


	 	 


 






	INTERLEUKIN/Agreement	Page 9


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.







    	 



     


    

 





	By	/s/ Mark Carbeau	 
	 	 	 
	Mark Carbeau	 
	CEO	 
	 	 	 
	 	 	 
	AMWAY:	 
	 	 	 
	ALTICOR INC.	 
	 	 	 
	By	/s/ Brian Riefepeters	 
	 	 	 
	Brian Riefepeters	 
	Manager, Corporate Compensation & Benefits	 






 











 


	 	 


 






	INTERLEUKIN/Agreement	Page 10


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.









    	 



     


    

 


Exhibit A


 


 


PerioPredict® Test processing fee


		·	$[***]per test processed during the initial [***]
months of this agreement



		·	$[***] per test processed after the initial [***]
months of this agreement



 


The maximum amount Amway will pay to Interleukin in the initial
[***] months of this Agreement is $[***]


 


During the initial [***] months of this Agreement, after $[***]
in processing fees have been invoiced, Interleukin will not charge Amway any PerioPredict Test Processing fees for additional tests
processed.


 


Price includes all promotional and educational materials provided
with the Program.


 


 


	 	 


 






	INTERLEUKIN/Agreement	Page 11


 


Portions of this Exhibit, indicated by the
mark “[***],” were omitted and have been filed separately with the

Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential

treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.