Exhibit
10.5

    


    THIS
OPTION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS REGISTERED PURSUANT TO APPLICABLE PROVISIONS OF FEDERAL AND
STATE SECURITIES LAWS OR EXEMPT FROM THE REGISTRATION REQUIREMENTS
THEREOF.

    


    AMENDED
AND RESTATED

    GENEREX
BIOTECHNOLOGY CORPORATION

    2006
STOCK PLAN

    NONQUALIFIED STOCK OPTION
GRANT

    


    This
STOCK OPTION GRANT,
dated as of March 9, 2010 (the “Date of Grant”), is
delivered by Generex
Biotechnology Corporation (the “Company”) to BRIAN
McGEE, a
non-employee director of the Company (the “Grantee”).

    


    RECITALS

    


    A.           The
Amended and Restated Generex Biotechnology Corporation 2006 Stock Plan (the
“Plan”)
provides for the grant of options to purchase shares of common stock of the
Company.  The Board of Directors of the Company (the “Board”) has decided
to make a stock option grant as an inducement for the Grantee to promote the
best interests of the Company and its stockholders.  A copy of the
Plan is attached as Exhibit A to this
Agreement.  Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings assigned such terms in the Plan.

    


    B.           The
Board is authorized to appoint a committee or individual to administer the
Plan.  If a committee or individual is appointed, all references in
this Agreement to the “Board” shall be deemed to refer to the committee or
individual.

    


    NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:

    


    1.           Grant of
Option.

    


    (a)           Subject
to the terms and conditions set forth in this Agreement and in the Plan, the
Company hereby grants to the Grantee an incentive stock option (the “Option”) to purchase
up to ONE
HUNDRED THOUSAND (100,000) shares of common stock of the Company (“Shares”) at an
exercise price of $0.64
per Share.  The Option shall become exercisable according to Paragraph
2 below.

    


    (b)           Under
the terms and conditions contained in the Plan, the Option is granted as a
nonqualified stock option and is not an incentive stock option under section 422
of the Internal Revenue Code of 1986, as amended.

    


    2.           Exercisability
of Option.  The Option shall
be exercisable as set forth in the following schedule provided that the Grantee
is providing service to the Company as a member of the Board (as defined in the
Plan) on the applicable date of exercise:  33,333 Shares will be
immediately exercisable as of the Date of Grant; 33,333 Shares will become
exercisable on August 1, 2010; and 33,334 Shares will become exercisable on
August 1, 2011.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Term of
Option.

    


    (a)      
   The Option shall have a term of ten (10) years from the Date
of Grant and shall terminate at the expiration of that period, unless it is
terminated at an earlier date pursuant to the provisions of this Agreement or
the Plan.

    


    (b)       
  Unless otherwise specified by the Board, the Option shall
automatically terminate on the date on which the Grantee ceases to provide
service to the Company for any reason, except for the happening of any of the
events described in Paragraph 3(c).

    


    (c)       
  The Option shall automatically upon the happening of the first of
the following events:

    


    (i)           The
date on which the Board determines that the Grantee has engaged in conduct that
constitutes Cause at any time while the Grantee is providing service to the
Company.  In addition, notwithstanding the other provisions of this
Paragraph 3, if the Board determines that the Grantee has engaged in conduct
that constitutes Cause after the Grantee’s termination of service for any
reason, the Option shall immediately terminate.

    


    (ii)          The
expiration of the 90-day period after the Grantee ceases to provide services to
the Company, as a result of a termination of service without Cause or if the
Grantee voluntarily terminated service and provided the Company with at least 90
days advance written notice of the effective date of such termination of service
with the Company.

    


    (iii)         The
expiration of the one-year period after the Grantee ceases to provide services
to the Company on account of the Grantee’s Disability.

    


    (iv)         The
expiration of the one-year period after the Grantee ceases to provide services
to the Company, if the Grantee dies while in the service of the
Company.

    


    Notwithstanding
the foregoing, in no event may the Option be exercised after the date that is
ten (10) years from the Date of Grant.  Any portion of the Option that
is not exercisable at the time the Grantee ceases to provide service to the
Company shall immediately terminate.

    


    4.           Exercise
Procedures.

     

    (a)     
    Subject to the provisions of the foregoing Paragraphs,
the Grantee may exercise part or all of the exercisable Option by giving the
Board written notice of intent to exercise in the manner provided in this
Agreement and Section 5(h) of the Plan, specifying the number of whole Shares as
to which the Option is to be exercised.  On the delivery date, the
Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the
Board, by delivering Shares of the Company which shall be valued at their fair
market value on the date of delivery, (iii) payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board, which procedures may or may not be available, or (iv) by such other
method as the Board may approve.  The Board may impose from time to
time such limitations as it deems appropriate on the use of Shares of the
Company to exercise the Option.

     

    
      
        
        

      

      
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    (b)           All
obligations of the Company under this Agreement shall be subject to the rights
of the Company as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable.  Subject to Board approval, the
Grantee may elect to satisfy any income tax withholding obligation of the
Company with respect to the Option by having Shares withheld up to an amount
that does not exceed the minimum applicable withholding tax rate for federal
(including FICA), state and local tax liabilities.

    


    (c)           The
obligation of the Company to deliver Shares upon exercise of the Option shall be
subject to all applicable laws, rules, and regulations and such approvals by
governmental agencies as may be deemed appropriate by the Board, including such
actions as Company counsel shall deem necessary or appropriate to comply with
relevant securities laws and regulations.

    


    5.           [Intentionally
Omitted.]

    


    6.           Change of
Control.  The provisions of
the Plan applicable to a Change of Control shall apply to the Option, and, in
the event of a Change of Control, the Board may take such actions as it deems
appropriate pursuant to the Plan.

    


    7.           Cancellation
and Rescission of Options.  The Grantee
acknowledges and understands that the Option is subject to the cancellation and
rescission provisions of Section 12 of the Plan.

    


    8.           Restrictions
on Exercise.  Only the Grantee
may exercise the Option during the Grantee’s lifetime.  After the
Grantee’s death, the Option shall be exercisable (subject to the limitations
specified in the Plan) solely by the legal representatives of the Grantee, or by
the person who acquires the right to exercise the Option by will or by the laws
of descent and distribution, to the extent that the Option is exercisable
pursuant to this Agreement.

    


    9.           Grant
Subject to Plan Provisions.  This grant is
made pursuant to the Plan, the terms of which are incorporated herein by
reference, and in all respects shall be interpreted in accordance with the
Plan.  The grant and exercise of the Option are subject to the
provisions of the Plan and to interpretations, regulations and determinations
concerning the Plan established from time to time by the Board in accordance
with the provisions of the Plan, including, but not limited to, provisions
pertaining to (i) rights and obligations with respect to withholding taxes,
(ii) the registration, qualification or listing of the Shares, (iii)
changes in capitalization of the Company and (iv) other requirements of
applicable law.  The Board shall have the authority to interpret and
construe the Option pursuant to the terms of the Plan, and its decisions shall
be conclusive as to any questions arising hereunder.


    
      
         


      

      
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    10.           No
Employment or Other Rights.  The grant of the
Option shall not confer upon the Grantee any right to be retained by or in the
employ or service of the Company and shall not interfere in any way with the
right of the Company to terminate the Grantee’s employment or service at any
time.  The right of the Company to terminate at will the Grantee’s
employment or service at any time for any reason is specifically
reserved.

    


    11.           No
Stockholder Rights.  Neither the
Grantee, nor any person entitled to exercise the Grantee’s rights in the event
of the Grantee’s death, shall have any of the rights and privileges of a
stockholder with respect to the Shares subject to the Option, until certificates
for Shares have been issued upon the exercise of the Option.

    


    12.           Assignment
and Transfers.  The rights and
interests of the Grantee under this Agreement may not be sold, assigned,
encumbered or otherwise transferred except, in the event of the death of the
Grantee, by will or by the laws of descent and distribution.  In the
event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or
otherwise dispose of the Option or any right hereunder, except as provided for
in this Agreement, or in the event of the levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, the Company may
terminate the Option by notice to the Grantee, and the Option and all rights
hereunder shall thereupon become null and void.  The rights and
protections of the Company hereunder shall extend to any successors or assigns
of the Company and to the Company’s parents, subsidiaries, and
affiliates.  This Agreement may be assigned by the Company without the
Grantee’s consent.

    


    13.           Notice.  Any notice to the
Company provided for in this instrument shall be addressed to the Company in
care of the President, 33 Harbor Square, Suite 202, Toronto, Ontario, Canada,
M5J 2G2, and any notice to the Grantee shall be addressed to such Grantee at the
current address shown on the books of the Company, or to such other address as
the Grantee may designate to the Company in writing.  Any notice shall
be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post
office regularly maintained by the United States Postal Service or Canada
Post.

    


    [Signatures
Appear on Following Page]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
Company has caused its duly authorized officers to execute and attest this
Agreement, and the Grantee has executed this Agreement, effective as of the Date
of Grant.

    


    
      	 
      	 
      	
              GENEREX
      BIOTECHNOLOGY CORPORATION

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Per:

            	
                /s/ Rose C.
    Perri

            
	 
      	 
      	
              Name:  

            	
              Rose
      C. Perri

            
	 
      	 
      	
              Title:

            	
              Chief
      Financial Officer

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Per:

            	
                /s/ Mark A.
      Fletcher

            
	 
      	 
      	
              Name:  

            	
              Mark
      A. Fletcher

            
	 
      	 
      	
              Title:

            	
              Executive
      Vice-President, General Counsel

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              ACCEPTED:

            
	 
      	 
      	 
      
	 
      	 
      	
                /s/ Brian
  McGee

            
	 
      	 
      	
              Brian
      McGee, Grantee

            


    


    
      
         


      

      
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    EXHIBIT
A