Unassociated Document


    Exhibit
4.1

    AMENDED
AND RESTATED

    PROMISSORY
NOTE

    


    Date:
September 30, 2010

     $[original
principal amount]

     Ada,
Michigan

    


                        FOR
VALUE RECEIVED, the undersigned, INTERLEUKIN GENETICS, INC., a Delaware
corporation, of 135 Beaver Street, 2nd Floor, Waltham, Massachusetts 02452 (the
“Company”), promises to
pay to PYXIS INNOVATIONS INC., a Delaware corporation, of 7575 Fulton Street
East, Ada, Michigan 49355-0001 (“Payee”), the principal amount
of [original principal amount] Dollars ($[original principal amount]) and
interest on the unpaid principal balance at the per annum rate equal to the
Index Rate until maturity (adjusted on the first day of each calendar quarter to
the Index Rate in effect on the date of adjustment) and the Index Rate plus two
percent (2%) (adjusted on the first day of each calendar quarter to the Index
Rate in effect on the date of adjustment) per annum after maturity. As used in
this Amended and Restated Note, “Index Rate” means the “Prime
Rate” listed in the Money Rates section of the Wall Street
Journal.  The principal of this Amended and Restated Note shall be
paid in full on June 30, 2012.  Accrued interest shall be paid on the
first day of each calendar quarter until the principal balance shall be paid in
full.

    


                       Prepayments. The Company may
not prepay the principal of this Amended and Restated Note without the prior
written consent of the Payee, which may be given or withheld in the Payee’s sole
discretion.

    


                        Default and Acceleration. Each
of the following shall be an “event of default” under this Amended and Restated
Note: (1) if default occurs in the payment of principal or interest under this
Amended and Restated Note or in the payment of any other indebtedness or
obligation that the Company now or in the future owes to Payee, as and when it
shall be or become due and payable; (2) if default occurs in the performance of
any other obligation to Payee under this Amended and Restated Note, the Purchase
Agreement (as defined below), the Stock Purchase Agreement dated March 5, 2003,
as amended, the Stock Purchase Agreement dated August 17, 2006, as amended, or
any other agreement that has been or in the future is entered into between the
Company and Payee, in each case as may be amended from time to time, or if there
occurs any other event of default under the Purchase Agreement or any such other
agreement; (3) if any warranty or representation that the Company has made to
Payee in any agreement, or if any financial statement or other document given to
Payee in connection with the transactions contemplated by the Purchase
Agreement, shall have been false in any material respect; (4) if the Company
dissolves, becomes insolvent, or makes an assignment for the benefit of
creditors; (5) if the Company defaults in the payment of any other material
indebtedness or performance of material obligations owed to any other party or
entity; or (6) a Change of Control of the Company. Upon the occurrence of any
event of default, all or any part of the indebtedness evidenced by this Amended
and Restated Note and all or any part of all other indebtedness and obligations
that the Company then owes to Payee shall, at the option of Payee, become
immediately due and payable without notice or demand. If a voluntary or
involuntary case in bankruptcy, receivership or insolvency shall at any time be
begun by or against the Company or if any levy, writ of attachment, garnishment,
execution or similar process shall be issued against or placed upon any property
of the Company, then all such indebtedness shall automatically become
immediately due and payable. All or any part of the indebtedness evidenced by
this Amended and Restated Note also may become, or may be declared to be,
immediately due and payable under the terms and conditions contained in the
Purchase Agreement or other agreement that has been or in the future is entered
into between the Company and Payee upon the terms and to the extent provided
therein.

    


                        “Change of Control” shall mean
(a) a dissolution or liquidation of the Company, (b) a merger or consolidation
in which the Company is not the surviving corporation, (c) a merger or share
exchange in which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger cease to own at
least 51% of the outstanding shares of the Company, (d) the sale, license, or
other transfer of substantially all of the assets of the Company, or (e) the
acquisition, sale, or transfer (other than a transaction involving primarily
shares held by Payee or its affiliates) of more than 50% of the outstanding
shares of the Company, whether by tender offer, similar transaction, or newly
issued stock (other than to Payee or its affiliates).

    


                        Purchase
Agreement. This Amended
and Restated Note is given under a certain Amended and Restated Note Purchase
Agreement, dated March 10, 2009 and amended on August 10, 2009, February 1, 2010
and September 30, 2010, between Payee and the Company (as may be further
amended, modified or restated, the “Purchase Agreement”), and
Payee shall have all of the rights and powers set forth in the Purchase
Agreement as though they were set forth fully in this Amended and Restated
Note.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

                        Conversion. Payee has the
right, at its option, at any time before the payment in full of this Amended and
Restated Note, to convert a portion or all of the balance of this Amended and
Restated Note into fully paid and nonassessable common stock of the Company. The
number of shares of common stock into which the balance of this Amended and
Restated Note may be converted (“Conversion Shares”) shall be
determined by dividing the aggregate principal amount to be converted, together
with all accrued interest to the date of conversion, by $5.6783 (the “Conversion Price”). The
Conversion Price is subject to adjustment as follows: if the Company (1) pays a
dividend or makes a distribution on its Common Stock in shares of its Common
Stock; (2) subdivides its outstanding shares of Common Stock into a greater
number of shares; (3) combines its outstanding shares of Common Stock into a
smaller number of shares; (4) makes a distribution on its Common Stock in shares
of its capital stock other than its Common Stock; or (5) issues by
reclassification of its Common Stock any shares of its capital stock; then the
Conversion Price in effect immediately prior to such action shall be
proportionately adjusted so that the Payee may receive the aggregate number and
kind of shares of capital stock of the Company that the Payee would have owned
immediately following such action if this Amended and Restated Note had been
converted immediately prior to such action. Each adjustment to the Conversion
Price shall be effective immediately after the record date in the case of a
dividend or distribution and immediately after the effective date in the case of
a subdivision, combination, or reclassification.

    


                        Before
Payee shall be entitled to convert some or all of the balance of this Amended
and Restated Note into shares as provided above, it shall give written notice to
the Company of the election to convert, and shall state the amount of the
balance to be converted. The Company shall, as soon as practicable thereafter,
issue and deliver to Payee a certificate for the number of shares of common
stock to which Payee shall be entitled. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of the
Company’s receipt of the notice from Payee, and Payee shall be treated for all
purposes as the record holder of such shares of stock as of such
date.

    


                        No
fractional shares of stock shall be issued upon conversion of this Amended and
Restated Note. In lieu of the Company issuing any fractional shares to Payee
upon conversion, the number of shares issued shall be rounded to the nearest
whole number. If the entire balance of this Amended and Restated Note is to be
converted, then Payee shall surrender this Amended and Restated Note, duly
endorsed, at the office of the Company. If only a portion of the balance of this
Amended and Restated Note is converted, then the balance of this Amended and
Restated Note shall be reduced by the amount converted, with the remaining
balance continuing as outstanding under this Amended and Restated Note. Upon
conversion, the Company shall, at its expense, issue and deliver to Payee a
certificate for the number of shares of such stock to which Payee shall be
entitled upon such conversion (bearing such legends as are required by the Stock
Purchase Agreement dated August 17, 2006, as amended), together with any other
securities and property to which Payee is entitled upon such conversion under
the terms of this Amended and Restated Note.

    


                        In
the event of: (a) any taking by the Company of a record of holders of any class
of securities of the Company for the purpose of determining holders thereof who
are entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase, or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right; or (b) any
capital reorganization, any reclassification, or recapitalization of the capital
stock of the Company or any transfer of all or substantially all of the assets
of the Company to any other person or any consolidation or merger or similar
change of control transaction involving the Company; or (c) any voluntary or
involuntary dissolution, liquidation, or winding up of the Company; then the
Company will mail to Payee at least ten days prior to the earliest date
specified therein, a notice specifying: (i) the date on which any such record is
to be taken for the purpose of such dividend, distribution, or right, and the
amount and character of such dividend, distribution, or right; and (ii) the date
on which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation, or winding up is expected to become effective
and the record date for determining stockholders entitled to vote
thereon.

    


                        The
Company shall, at all times, reserve and keep available out of its authorized
but unissued shares of common stock solely for the purpose of effecting the full
conversion of this Amended and Restated Note such number of its shares of common
stock as shall from time to time be sufficient to effect the conversion of this
Amended and Restated Note. If at any time the number of authorized but unissued
shares of common stock shall not be sufficient to effect the conversion of the
entire outstanding principal amount of this Amended and Restated Note, in
addition to such other remedies as shall be available to Payee, the Company will
use its best efforts to take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of common
stock to such number of shares as shall be sufficient for such
purposes.

    


                        Place and Application of
Payments. Each payment upon this Amended and Restated Note shall be made
at Payee’s address set forth above or any other place that Payee directs in
writing. Payee shall apply any payment upon it first to any expenses (including
expenses of collection) then due and payable to Payee, then to any unpaid late
charges, then to any accrued and unpaid interest under this Amended and Restated
Note and then to the unpaid principal balance. If the Company at any time owes
Payee any indebtedness or obligation in addition to the indebtedness that this
Amended and Restated Note evidences, and if any indebtedness that the Company
then owes to Payee is then in default, then the Company shall not have any right
to direct or designate the particular indebtedness or obligation upon which any
payment made by, or collected from, the Company or from which security shall be
applied. The Company waives any such right and agrees that Payee shall
determine, in its sole discretion, the manner of application of any such
payment, as between or among such indebtedness and obligations.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

                        Setoff. Payee shall have the
right at any time to set off any indebtedness that this Amended and Restated
Note evidences and that is then due and payable against any indebtedness that
Payee then owes to the Company.

    


                        Remedies. Payee shall have all
rights and remedies that the law and any agreement of the Company provide. Any
requirement of reasonable notice with respect to any sale or other disposition
of collateral shall be met if Payee sends the notice at least ten days before
the date of sale or other disposition. The Company shall reimburse Payee for any
and all expenses, including reasonable attorney fees and legal expenses, that
Payee pays or incurs in protecting and enforcing the rights of and obligations
to Payee under any provision of this Amended and Restated Note.

    


                        Waivers. A delay by Payee in
the exercise of any right or remedy shall not be considered a waiver of it. A
single or partial exercise by Payee of any right or remedy shall not preclude
any other or future exercise of it or the exercise of any other right or remedy.
A waiver by Payee of any default or of any provision of this Amended and
Restated Note shall not be effective unless it is in writing and signed by
Payee. A waiver of any right or remedy on one occasion shall not be a waiver of
that right or remedy on any future occasion.

    


                        The
Company waives demand for payment, presentment, notice of dishonor and protest
of this Amended and Restated Note and waives all defenses based on suretyship or
impairment of collateral. The Company consents to any extension or postponement
of time of payment of this Amended and Restated Note, to any substitution,
exchange or release of all or any part of any security given to secure it, to
the addition of any party to it and to the release, discharge, waiver,
modification or suspension of any rights or remedies against any person liable
for the indebtedness that this Amended and Restated Note evidences.

    


                        General. In this Amended and
Restated Note, “maturity” means the time when the entire remaining unpaid
principal balance shall be or shall become due and payable for any reason,
including acceleration as provided above.

    


                        Applicable Law and
Jurisdiction. This Amended and Restated Note shall be governed by and
interpreted according to the laws of the State of Michigan, without giving
effect to conflict of laws rules. The Company irrevocably agrees and consents
that any action against the Company for collection or enforcement of this
Amended and Restated Note may be brought in any state or federal court that has
subject matter jurisdiction and is located in, or whose district includes, Kent
County, Michigan, and that any such court shall have personal jurisdiction and
venue over the Company for purposes of the action.

    


                       Amendment and
Restatement.  This Amended and Restated Note amends and
restates that certain Promissory Note dated [original issuance date], executed
by the Company and payable to the order of Payee in the principal amount of
$[original principal amount] (the “Original
Note”).  Upon Payee’s acceptance of this Amended and Restated
Note, the Original Note shall be deemed cancelled and of no further force and
effect; provided, however, that nothing in the foregoing shall be deemed to
waive any outstanding accrued interest or other amounts now due under the
Original Note, which shall hereafter be deemed amounts due under this Amended
and Restated Note.   By its execution below, the Company hereby
acknowledges and agrees to the amendment and restatement of the Original
Note.

    


                        PAYEE
AND THE COMPANY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A TRIAL
BY JURY IN ANY ACTION, INCLUDING ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM OR
THIRD-PARTY CLAIM (“CLAIM”), THAT IS BASED UPON, ARISES OUT OF OR RELATES TO
THIS AMENDED AND RESTATED NOTE OR THE INDEBTEDNESS THAT IT EVIDENCES, INCLUDING,
WITHOUT LIMITATION, ANY CLAIM THAT IS BASED UPON, ARISES OUT OF OR RELATES TO
ANY ACTION OR INACTION OF PAYEE IN CONNECTION WITH ANY ACCELERATION, ENFORCEMENT
OR COLLECTION OF THIS AMENDED AND RESTATED NOTE OR SUCH
INDEBTEDNESS.

    


     INTERLEUKIN
GENETICS, INC.

    


    By:                                                                

    Name:                                                                           

    Title: