Exhibit 10.1 


 


Third
Amendment to Commercial Lease


 


The Parties hereto, Clematis LLC, (“LESSOR”)
and Interleukin Genetics, Inc., (“LESSEE”) are Parties under a certain Commercial Lease (“Lease Agreement”)
dated February 13, 2004, a First Amendment to Commercial Lease (“First Amendment”) dated November 18, 2008, and a Second
Amendment to Commercial Lease (“Second Amendment”) dated February 7, 2014, for approximately 12,989 rentable square
feet on the third floor at 135 Beaver Street, Waltham, MA and hereby agree as follows (“Leased Premises”):


 


Whereas, the Parties have agreed to amend
the Lease Agreement, the First Amendment, and the Second Amendment by this Third Amendment to the Commercial Lease (“Third
Amendment”) to extend the Term of the Lease Agreement, and to adjust relevant provisions of the Lease Agreement pursuant
to the terms and conditions stated herein. Unless otherwise expressly stated, all references to “lease” or “Lease”
shall apply to and include the Lease Agreement, the First Amendment, the Second Amendment, and this Third Amendment.


 


Now therefore, for mutual consideration,
the receipt of which is hereby acknowledged by both parties, effective on and after the date this Third Amendment is fully executed
by both Parties the Lease Agreement is hereby amended to reflect the following changes:


 


		3.	TERM:



This paragraph is hereby
deleted and replaced with the following:


 


The Initial Term of this lease
shall be for five (5) years commencing on April 1, 2004, and ending on March 31, 2009. The First Extended Term of this lease shall
be for five (5) years commencing on April 1, 2009 and ending on March 31, 2014. The Second Extended Term of this Lease shall be
for three (3) years commencing on April 1, 2014 and ending on March 31, 2017. The Third Extended Term of this Lease shall be for
two (2) years commencing on April 1, 2017 and end March 31, 2019. Unless otherwise expressly stated, all references to “Term”
or “term” shall apply to and include the Initial Term, the First Extended Term, the Second Extended Term, and the Third
Extended Term.


 


		4.	RENT:



This paragraph is hereby
amended with the addition of the following:


 


During the
Third Extended Term, the LESSEE shall pay to the LESSOR base rent in accordance with the schedule noted below per year, payable
in advance in monthly installments in accordance with the schedule noted below commencing April 1, 2017. During the Third Extended
Term, LESSEE shall pay base rent and additional rent to the LESSOR monthly, in advance, not later than the first day of each calendar
month.


 





	Base Rent:	 	 	 
	Year	PRSF	Monthly	Yearly
	4/1/17-3/31/18	$26.00	$28,142.83	$337,714.00
	4/1/15-3/31/16	$26.75	$28,954.65	$347,455.75







 












     


     


    

 


		20.	NOTICE:



 


This paragraph is hereby
amended with the addition of the following:


 


LESSOR’S address as contained
in this paragraph 20 and throughout the Lease Agreement is hereby changed to 465 Waverley Oaks Road, Suite 500, Waltham, MA
02452.


 


		23.	BROKERAGE:



This paragraph is hereby
amended with the addition of the following:


 


LESSOR and LESSEE represent to
each other that neither party has dealt with any broker, or any other person, in connection with showing the property or Leased
Premises for the Third Extended Term or this Third Amendment. LESSOR and LESSEE agree that each will hold harmless and indemnify
the other from any loss, costs, damage and expense, including reasonable attorney’s fees incurred by LESSOR or LESSEE for
a commission or finder’s fee as a result of the falseness of this representation.


 


		25.	OPTION TO EXTEND:



This paragraph from the Second
Amendment is hereby deleted and replaced with the following:


 


Provided no event of LESSEE default
has occurred; the Leased Premises has not been reduced; the Leased Premises (as constituted at lease execution) has not been sublet
or assigned; and LESSEE continues to occupy the entire Leased Premises; then LESSEE shall have one (1) three (3) year option to
extend the lease term at a rent equal to the greater of the following: (a) market rate for equivalent office space in similarly
located buildings within the Waltham market as determined by LESSOR; or (b) the total rent then in effect as of the expiration
date of the then current lease term. In no event shall the rent for the option term be less than the total rent then in effect
as of the expiration date of the then current lease term. LESSEE must give LESSOR written notice it is exercising its extension
option no later than nine (9) months prior to the expiration of the then current lease term (“Extension Notice”). LESSOR
shall provide LESSEE with the rent rate for the extended term within thirty (30) days of receiving the Extension Notice. In the
event LESSEE notifies LESSOR as provided herein and, within thirty (30) days of receiving the LESSOR’S rent rate for the
extended term has, in accordance with this paragraph, (i) delivered a fully executed mutually agreeable lease amendment, (ii) updated
all deposits, and (iii) tendered the first month’s base rent for the extended term, then the Lease Agreement shall automatically
be extended three (3) years from the date the Lease Agreement would have expired had the option to extend not been exercised. All
other terms and provisions under the Lease Agreement, other than LESSOR’S Work or other tenant improvements, shall continue
through the extended lease term. In the event the LESSEE does not provide the Extension Notice, execute a lease amendment and provide
payment as provided herein, the LESSEE shall be deemed to have waived its option to extend the lease term and this Lease Agreement
shall terminate upon the expiration of the then current term.


 






     


     


    

 


Notwithstanding the above, LESSEE accepts
the Leased Premises in its current “AS IS” condition and acknowledges that the Leased Premises are currently occupied
by the LESSEE and that the Leased Premises, as delivered and currently constituted, is suitable for the LESSEE’S intended
use. LESSEE acknowledges that all work, if any, contemplated in the Lease Agreement, including but not limited to the Exhibit B,
Amendment Exhibit B-1, Second Amendment Exhibit B-2, and this Third Amendment thereto, to be performed by the LESSOR has been completed
to the full satisfaction of the LESSEE.


 


The Parties acknowledge that the Lease
Agreement, the First Amendment, the Second Amendment, and this Third Amendment represent the entire agreement between the Parties
and that no other modification, written or otherwise, exists between the Parties. The normal rule of construction that any ambiguities
be resolved against the drafting party shall not apply to the interpretation of the Lease Agreement, the First Amendment, the Second
Amendment, this Third Amendment or any exhibits or amendments thereto.


 


All other terms and provisions under the
Lease Agreement shall remain unchanged and are hereby ratified and affirmed.


 


 


IN WITNESS WHEREOF, the said Parties hereto
set their hands and seals this 27th day of September, 2016.


 


 





	LESSEE	 	LESSOR	 
	Interleukin Genetics, Inc.	 	Clematis, LLC	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Mark B. Carbeau	 	By:	/s/ Steven P. Duffy	 
	Name:	Mark B. Carbeau	 	 	Steven P. Duffy	 
	Title:	CEO	 	 	Duly Authorized	 
	Duly Authorized