EXHIBIT
4.1

    RESTATED

     

    CERTIFICATE
OF INCORPORATION

     

    OF

     

    GENEREX
BIOTECHNOLOGY CORPORATION

      

    Generex
Biotechnology Corporation, a corporation organized and existing under the laws
of the State of Delaware (hereinafter called the “Corporation”), hereby
certifies as follows:

     

    1.            
The present name of the Corporation is Generex Biotechnology Corporation. The
date of filing of its original Certificate of Incorporation with the Secretary
of State was September 4, 1997. The Corporation was originally known as Generex
Biotechnology Corporation. On January 16, 1998, in connection with the filing of
a Certificate of Merger, its name was changed to GBC - Delaware, Inc. On April
28, 1999, in connection with the filing of a Certificate of Merger, the
Corporation changed its name back to Generex Biotechnology
Corporation.

     

    2.            
This Restated Certificate of Incorporation has been duly adopted by unanimous
written consent of the Board of Directors of the Company without a vote of the
stockholders of the Company in accordance with the applicable provisions of
Sections 141 and 245 of the General Corporation Law of the State of
Delaware.

     

    3.            
This Restated Certificate of Incorporation was duly adopted by the Corporation's
Board of Directors in accordance with the provisions of Section 245 of the
Delaware General Corporation Law and only restates and integrates, but does not
further amend, the provisions of the Corporation's Certificate of Incorporation,
as heretofore amended or supplemented. The text of the Certificate of
Incorporation of the Corporation is hereby restated without further amendment to
read as follows:

     

    FIRST: The name of the
Corporation is Generex Biotechnology Corporation.

     

    SECOND: The address of its
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust Company.

     

    THIRD: The nature of the
business or purposes to be conducted or promoted by the Corporation is as
follows:

     

    To engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

       

    FOURTH: The aggregate
number of shares of all classes of stock that this Corporation shall have the
authority to issue is 751,000,000 shares, consisting of (a) 750,000,000 shares
of common stock, par value $.001 per share, and (b) 1,000,000 shares of
preferred stock, par value $.001 per share.  The preferred stock may
be issued in one or more series and may have preferences as to dividends and to
liquidation of the Corporation.  The Board of Directors of the
Corporation shall establish the specific rights, preferences, voting privileges
and restrictions of such preferred stock or any series thereof.

     

    FIFTH: In furtherance of and
not in limitation of powers conferred by statute, it is further
provided:

     

    1.            
Election of directors need not be by written ballot.

     

    2.            
The Board of Directors is expressly authorized to adopt, amend or repeal the
By-Laws of the Corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SIXTH: The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, in the manner now or hereafter prescribed by
statute and the Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     

    SEVENTH: A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the amended Delaware General Corporation Law. Any repeal or
modification of this Article shall not adversely affect any right or protection
of a director of the corporation existing hereunder with respect to any act or
omission occurring prior to such repeal or modification.

     

    EIGHTH: Section 203 of the
General Corporation Law of Delaware, as amended, shall not be applicable to this
corporation.

     

     In
accordance with Section 103(a)(2) and Section 103(b)(2) of the General
Corporation Law of the State of Delaware, the Corporation hereby executes and
acknowledges this Restated Certificate of Incorporation this 9th day of
September, 2009.

     

    
      
        
          	 
      	
                  GENEREX
      BIOTECHNOLOGY

                  CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:  

                	
                  /s/
      Rose C. Perri

                
	 
      	
                  Name:
       Rose C. Perri

                
	 
      	
                  Title:
       Secretary & Chief Financial
Officer