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                                                                      Exhibit 99


                                 [DEMEGEN LOGO]


Mr. James Colker
Managing General Partner
CEO Venture Fund III
2000 Technology Drive, Suite 160
Pittsburgh, PA 15219-3451


June 28, 2001

RE:   Demegen, Inc. (the "Company")/CEO Venture Fund III - Consent to Increase
      the Number of Directors and Amend the Amended and Restated By-Laws of
      the Company



Dear Jim:

This letter is written to evidence the consent of CEO Venture Fund III, the
holder of all the Company's Convertible Preferred Stock ("CEO"), to the
following matters:

1.   In accordance with Article IV, Subsections 7B and 8G of the Company's
     Articles of Incorporation, as amended (the "Articles"), the increase of
     the size of the Board of Directors from seven to eight directors and, for
     purposes of the election of directors of the Company's next annual meeting,
     the increase in the number of directors to be elected by the holders of the
     Company's Common Stock from four to five directors.

2.   In accordance with Article IV, Subsection 8C of the Articles, amendment of
     Article IV, Subsection 6 of the Company's Amended and Restated Bylaws to
     read as follows:

               Except as otherwise provided in the Corporation's Articles of
               Incorporation, any vacancy occurring in the Board of Directors,
               including a vacancy resulting from an increase in the number of
               directors, may be filled by the affirmative vote of a majority of
               the remaining directors even though there be less than a quorum
               at any meeting of the Board of Directors called to fill that
               vacancy. A director elected to fill a vacancy of a predecessor
               director shall be elected for the unexpired term of his
               predecessor in office, and shall hold such office until his
               successor is duly elected and qualified.

In accordance with the Company's Articles, if the foregoing accurately reflects
the terms of CEO's consent, please so indicate in the space provided below on
the additional enclosed copy of the letter and return it to me at your earliest
convenience.


Very truly yours,


/s/ RICHARD D. EKSTROM
- ----------------------------------
Richard D. Ekstrom, President



ACKNOWLEDGED AND CONSENTED TO ON JUNE 28, 2001

CEO VENTURE FUND III


By:  /s/ JAMES COLKER
    -------------------------------
    James Colker







          Demegen, Inc.  o  1051 Brinton Road, Pittsburgh, PA 15221  o
                       412-241-2150  o  Fax 412-241-2161