Unassociated Document


    Exhibit
4.2

    


    PROMISSORY
NOTE

    


    Date:
[issuance date] 

     

    $[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 [principal amount] Dollars ($[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 Note, “Index Rate” means the “Prime
Rate” listed in the Money Rates section of the Wall Street
Journal.  The principal of this 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 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 Note: (1) if default
occurs in the payment of principal or interest under this 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 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 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 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 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
Note.

    


                        Conversion. Payee has the
right, at its option, at any time before the payment in full of this Note, to
convert a portion or all of the balance of this Note into fully paid and
nonassessable common stock of the Company. The number of shares of common stock
into which the balance of this 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 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 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 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 Note is to be converted, then Payee shall surrender this
Note, duly endorsed, at the office of the Company. If only a portion of the
balance of this Note is converted, then the balance of this Note shall be
reduced by the amount converted, with the remaining balance continuing as
outstanding under this 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 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 Note such number of its shares of common stock as shall from
time to time be sufficient to effect the conversion of this 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 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 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 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 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 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 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 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 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 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 Note
evidences.

    


                        General. In this 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 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 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.

    


    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 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 NOTE OR SUCH
INDEBTEDNESS.

    


     INTERLEUKIN
GENETICS, INC.

    


    By:                                                                

    Name:                                                                           

    Title: