1
Exhibit 4
[DEMEGEN LOGO]
February 8, 2000
James Colker
CEO Venture Fund
2000 Technology Drive, Suite 160
Pittsburgh, PA 15219-3451
Re: Demegen Warrant No. 1 (the "Warrant") held by CEO Venture Fund (the "Fund")
Dear Jim:
This letter will confirm the agreement that has been reached between
Demegen, Inc. (the "Company") and the Fund concerning certain provisions of the
Warrant as follows (all capitalized terms not otherwise defined in this letter
will have the meaning given to them in the Warrant):
1. The Company will permit the warrant to be transferred without
an accompanying transfer of the Preferred Stock held by the
Fund;
2. In the event the Company shall exercise its rights under
Section 2.3 of the Warrant to call the Warrant and the Fund
shall subsequently exercise the Warrant in accordance with
Section 2.3(b) of the Warrant, the Company shall extend the
time that the Fund shall have to pay the Exercise Price for a
period of twenty-four (24) months;
3. The Company will file a Form SB-2 registration statement with
the Securities Exchange Commission seeking registration of the
4,965,556 shares of its Common Stock issuable upon the
exercise of the Warrant on or before March 31, 2001; and
4. In consideration of the Company's covenants set forth in items
1-3 above, the Fund has agreed to purchase Two Hundred
Thousand dollars ($200,000) of the Units offered for sale by
the Company in the upcoming offering to accredited investors.
If the foregoing accurately reflects the terms of the agreement we have
reached, please so indicate in the space provide below on the additional
enclosed copy of the letter and return it to me.
Very Truly Yours,
/s/ Richard D. Ekstrom
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Richard D. Ekstrom
President
Acknowledged and Agreed:
CEO Venture Fund III
By /s/ James Colker
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Title: Managing General Partner
Demegen, Inc. o 1051 Brinton Road, Pittsburgh, PA 15221
o 412-241-2150 o Fax 412-241-2161