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ILIU > SEC Filings for ILIU > Form 8-K on 7-Nov-2013All Recent SEC Filings

Show all filings for INTERLEUKIN GENETICS INC

Form 8-K for INTERLEUKIN GENETICS INC


7-Nov-2013

Entry into a Material Definitive Agreement


ITEM 1.01 Entry into a Material Definitive Agreement.

On February 25, 2013, Interleukin Genetics, Inc. (the "Company") entered into a Preferred Participation Agreement with Renaissance Health Services Corporation ("RHSC"), for itself and on behalf of certain of its affiliates and subsidiaries. Pursuant to this agreement, affiliates of RHSC agreed to reimburse the Company a fixed price for each PSTŪ genetic test that the Company processed for a customer of affiliates of RHSC. In addition, if during the term of the agreement the Company offered the PSTŪ test to any other person or party for a lower price, such lower price would then be applicable to tests processed for a customer of such affiliates of RHSC for the remainder of the term of the agreement. The pricing arrangement was subject to the satisfaction of certain milestones, including that (1) within a specified timeframe, RHSC affiliates were to develop and offer dental benefit plans for which a significant portion of such affiliate's clients are eligible that provided for use of the PSTŪ test and reimbursement of the test at the agreed upon price (each such plan, hereinafter referred to as a "Reimbursed Dental Plan") and (2) prior to a specified date, RHSC affiliates were to have sold policies for Reimbursed Dental Plans for the year beginning January 1, 2014. The Company agreed that for a one year period beginning on the date on which RHSC affiliates first offered a Reimbursed Dental Plan, it would make the PSTŪ test available solely to RHSC affiliates and not to any other third party or person.

Effective November 1, 2013, the Company entered into an Amended and Restated Preferred Participation Agreement with RHSC, for itself and on behalf of certain of its affiliates and subsidiaries. Pursuant to this amended agreement, affiliates of RHSC have agreed to reimburse the Company a fixed price for each PSTŪ genetic test that the Company processes for a customer of affiliates of RHSC. In addition, if during the term of the agreement the Company offers the PSTŪ test to any other person or party for a lower price, such lower price shall then be applicable to tests processed for a customer of such affiliates of RHSC for the remainder of the term of the agreement. RHSC and its affiliates will continue to receive the preferred pricing (or any lower market price during the term) only for so long as affiliates of RHSC continue to: (a) work to develop and to offer Reimbursed Dental Plans for which a significant portion of employees of RHSC's affiliates' customers are eligible; and (b) exercise their commercially-reasonable best efforts to maximize the number of customers that offer a Reimbursed Dental Plan. In addition, under the terms of the amended agreement, the Company is no longer obligated to make the PSTŪ test available solely to RHSC affiliates and not to any other third party or person. This amended agreement has a term of three years beginning February 25, 2013, unless terminated earlier (1) upon the mutual written agreement of the Company and RHSC, (2) if either party became the subject of bankruptcy, insolvency, liquidation or other similar proceedings, or (3) in the event of an uncured breach of the amended agreement by either party.

Delta Dental of Michigan, Inc. ("DDMI"), an affiliate of RHSC, owns approximately 8.9% of our outstanding common stock, and Goran Jurkovic, the Senior Vice President and Chief Financial Officer for DDMI, is a member of our board of directors.

Certain statements contained in this Current Report on Form 8-K are "forward-looking" statements, including any statements relating to the offering of Reimbursed Dental Plans. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, risks related to the adequacy of the Company's capital resources and the need for additional funding, that the offering of Reimbursed Dental Plans will be delayed significantly, that RHSC affiliates may not be successful in developing or marketing Reimbursed Dental Plans, and that such Reimbursed Dental Plans may not be accepted by dental customers, as well as the risks and uncertainties described in the Company's annual report on Form 10-K for the year ended December 31, 2012, as updated in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2013 and other filings with the Securities and Exchange Commission. The Company disclaims any obligation or intention to update these forward-looking statements

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