Unassociated Document


    Exhibit
10.1

    


    THIRD
AMENDMENT

    TO

    AMENDED
AND RESTATED NOTE PURCHASE AGREEMENT

    


    This THIRD AMENDMENT TO AMENDED AND
RESTATED NOTE PURCHASE AGREEMENT (the “Amendment”), dated and effective
as of September 30, 2010, by and between INTERLEUKIN GENETICS, INC., a Delaware
corporation (the “Company”), and PYXIS INNOVATIONS INC., a Delaware corporation
(“Pyxis”).

    


    WHEREAS, the Company and Pyxis
are parties to an Amended and Restated Note Purchase Agreement dated as of March
10, 2009 and amended on August 10, 2009 and February 1, 2010 (the “Agreement”),
pursuant to which Pyxis extended the Company a credit facility (the “Credit
Facility”) in an amount (following applicable adjustments) not to exceed
Fourteen Million Three Hundred Sixteen Thousand Two Hundred Fifty-Five Dollars
and No/100 ($14,316,255.00) on which the Company may draw down until June 30,
2011 (the “Credit Facility Termination Date”);

    


    WHEREAS, Pyxis purchased, and
the Company sold and issued to Pyxis, (i) a promissory note in the principal
amount of Four Million Dollars and No/100 ($4,000,000.00) on June 10, 2008, (ii)
a promissory note in the principal amount of One Million Dollars and No/100
($1,000,000.00) on May 29, 2009, (iii) a promissory note in the principal amount
of Two Million Dollars and No/100 ($2,000,000.00) on November 9, 2009, and (iv)
a promissory note in the principal amount of Two Million Dollars and No/100
($2,000,000.00) on February 1, 2010, all under the terms of the Credit Facility,
leaving Five Million Three Hundred Sixteen Thousand Two Hundred Fifty-Five
Dollars and No/100 ($5,316,255.00) available for loan under the Credit Facility
as of the date of this Amendment;

    


    WHEREAS, the Company has
elected to draw down an additional $2,000,000 under the Credit Facility in
exchange for a promissory note to be issued to Pyxis on the date hereof, which
would leave Three Million Three Hundred Sixteen Thousand Two Hundred Fifty-Five
Dollars and No/100 ($3,316,255.00) in total availability under the Credit
Facility;

    


    WHEREAS, the Company has
requested that Pyxis extend the period of time under which the Company may draw
down on available funds under the Credit Facility, and Pyxis is willing to grant
such extension; and

    


    WHEREAS, the Company has further
requested that Pyxis extend the Maturity Date of all Notes issued pursuant to
the Credit Facility, and Pyxis is willing to grant such extension;

    


    NOW, THEREFORE, in consideration of the
foregoing premises and the representations, warranties, covenants and agreements
contained in the Agreement and this Amendment, the parties hereto agree as
follows:

    


    
      	
              1.  

            	
              Capitalized
      terms herein which are not otherwise defined in this Amendment shall have
      the meanings given to them in the
Agreement.

            


    

    


    
      	
              2.  

            	
              The
      Credit Facility Termination Date shall be amended to be June 30,
      2012.

            


    

    


    
      	
              3.  

            	
              The
      Maturity Date on which the principal amount of all Notes issued pursuant
      to the Credit Facility shall be payable shall be extended to June 30,
      2012.

            


    

    


    
      	
              4.  

            	
              Except
      as amended hereby, all of the terms and conditions of the Agreement shall
      remain in full force and effect.

            


    

    


    
      	
              5.  

            	
              This
      Amendment shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and
  assigns.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the
parties have executed this Third Amendment to Amended and Restated Note Purchase
Agreement as of the date first written above.

    


    


    
      
        	 	INTERLEUKIN
      GENETICS, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Eliot
      M. Lurier	 
	 	 	      
                Typed
      Name:  Eliot M.
      Lurier

              	 
	 	 	
                Title: 
      Chief Financial
    Officer

              	 
	 	 	 	 


      

      
        
          	 	PYXIS
      INNOVATIONS INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Kim
      S. Mitchell	 
	 	 	Typed
      Name:  Kim S.
      Mitchell	 
	 	 	Title: 
      Assistant Secretary