Exhibit 10.46

February 3, 2006


Dr. Ann Progulske-Fox
6392 County Road 214
Keystone Heights, FL 32656

Dear Ann:

I am writing to you in regard to the license arrangement between iviGene
Corporation and Oragenics, Inc. as detailed in the Memorandum of Agreement dated
February 9, 2004 (a copy of which is attached). Oragenics has agreed to pursue
development of the licensed technologies and as such paragraph 4 on page two
requires that we maintain "A commitment of two full-time staff people equivalent
or an annual expenditure of $150,000 in 2004 and $200,000 in each year
thereafter..."

Although we effectively met this commitment in 2004, in 2005 we worked
approximately 3,400 hours and spent approximately $166,000 on the IVIAT and CMAT
technologies. As you know, Oragenics has worked diligently to advance these
technologies and we would like to continue the operation of our license
agreement. To that end, we request a waiver from iviGene Corporation with regard
to the staff hours and expenditures for 2005 and ask that you sign in the area
provided below and return to us one copy of this letter.

Please contact me if you would like to discuss this or any other issues.

Sincerely,

/s/ Robert T. Zahradnik
Robert T. Zahradnik
President and CEO

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With regard to the Memorandum of Agreement dated February 9, 2004, iviGene
Corporation waives the requirements for fiscal year 2005 that Oragenics, Inc.
commit two-full time staff people equivalent or make expenditures of at least
$200,000.

/s/ Ann Progulske-Fox
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Ann Progulske-Fox
Chair
iviGene Corporation