EXHIBIT
10.1


 


CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.  ASTERISKS
DENOTE OMISSIONS.


 


AMENDMENT
#1 TO RESEARCH AGREEMENT


 


THIS AMENDMENT (“Amendment”) is by and between the ACCESS BUSINESS GROUP LLC, hereinafter
called “Access” and INTERLEUKIN GENETICS,
INC., hereinafter called “IG”.


 


RECITALS


 


WHEREAS, the parties hereto desire to amend that
certain Research Agreement (“Agreement”) dated June 17, 2004, by and
between the parties, on the terms and conditions contained herein.


 


NOW THEREFORE, in consideration of the foregoing and
the mutual covenants contained herein, the parties hereto and hereby further
agree as follows:


 


1.                                         All terms used herein shall have the same
meaning as ascribed to them in the Agreement. To the extent any term or
provision of this Amendment conflicts with any term or provision of the
Agreement, the terms and provisions of this Amendment shall prevail.


 


2.                                      Implementation of the Research Program shall
be conducted according to Section 2.1 of the Agreement except that, by
this Amendment, the Protocol shall be based upon the outline attached to this
Amendment as the First Revised and Restated Appendix A.


 


3.                                      Schedule 1 attached to this Amendment
further outlines and clarifies changes made by this Amendment to the key
outputs to be delivered by IG with input and collaboration from Access.


 


4.                                      This Amendment replaces Section 2.3.1 of
the Agreement in its entirety with the following:


 


2.3.1. Installment Payments
Following Effective Date. $1,380,000  shall be payable in six
monthly installments according to the following schedule:


 




	
  Amount

  	
   

  	
  Due Date

  	
   

  
	
  $

  	
  180,000

  	
   

  	
  July 1, 2004

  	
   

  
	
  $

  	
  180,000

  	
   

  	
  August 2, 2004

  	
   

  
	
  $

  	
  180,000

  	
   

  	
  September 1, 2004

  	
   

  
	
  $

  	
  380,000

  	
   

  	
  September 30, 2004

  	
   

  
	
  $

  	
  230,000

  	
   

  	
  October 30, 2004

  	
   

  
	
  $

  	
  230,000

  	
   

  	
  November 30, 2004”

  	
   

  






 


5.                                      All other terms and provisions of the
Agreement remain the same.


 


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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to the Agreement as of the date written below.


 


 


	
  INTERLEUKIN GENETICS, INC.

  	
  ACCESS BUSINESS GROUP LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Fenel M. Eloi

  	
   

  	
  By:

  	
  /s/ George Calvert

  	
   

  
	
   

  	
  Fenel M. Eloi

  	
   

  	
  George Calvert

  
	
   

  	
  Chief Financial Officer, COO

  	
   

  	
  Vice President - Research &

  
	
   

  	
   

  	
   

  	
  Development

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  9/28/2004

  	
   

  	
  Date:

  	
  September 23,2004

  	
   

  
							



 


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FIRST
REVISED AND RESTATED APPENDIX A


 


OUTLINE OF
RESEARCH AGREEMENT DELIVERABLES


 


[
*  * 
* Appendix A contains confidential material and has been omitted in its
entirety.   *   *   *]


 


3





















 


SCHEDULE 1


 


[ * 
*  * Schedule 1 contains
confidential material and has been omitted in its entirety.   *  
*   *]


 


4