Unassociated Document


    Exhibit
      10.3

    


    CONSENT
      AND WAIVER

    


    This
      Consent and Waiver (this “Agreement”),
      dated
      as of July 31, 2008, is entered by and between Generex Biotechnology
      Corporation, a Delaware corporation (the “Company”),
      and
      Iroquois Master Fund Ltd. (the “Holder”).

    


    RECITALS

    


    A. Pursuant
      to that certain Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
      as of March 31, 2008, by and among the Company, the Holder and the other
      investors listed on the Schedule of Buyers attached thereto (together with
      the
      Holder, the “Investors”),
      the
      Holder purchased the Company’s 8% Senior Secured Convertible Note in the
      principal amount of $3,650,000.00 (the “Note”).
      Capitalized terms used in this Agreement that are not otherwise defined have
      the
      meaning set forth in the Note.

    


    B. The
      Note
      requires the Company to pay the Holder on each applicable Installment Date
      the
      Installment Amount due on such date by electing (i) a Company Conversion if
      various conditions are satisfied and/or (ii) a Company Redemption. 

    


    C. In
      connection with the Purchase Agreement, the Company and the Investors entered
      into that certain Registration Rights Agreement, dated as of March 31, 2008
      (the
“Registration
      Rights Agreement”),
      pursuant to which, among other things, the Company is obligated to have a
      registration statement for the resale of the Registrable Securities (as defined
      in the Registration Rights Agreement) (the “Registration
      Statement”)
      declared effective on or before July 29, 2008, which Registration Statement
      was
      declared effective on July 29, 2008.

    


    D. As
      of the
      date hereof, certain Equity Conditions have not been satisfied, including (i)
      that the Registration Statement was not effective for the resale of all of
      the
      Registrable Securities for a period of thirty (30) days preceding the August
      1,
      2008 Company Installment Notice Date (the “Registration
      Statement Equity Condition”),
      and
      (ii) that the Company received notice from The Nasdaq Stock Market of its
      failure to comply with the minimum bid price requirement of Marketplace Rule
      4310(c)(4) and has 180 calendar days to regain compliance with such rule (the
      “Listing
      Maintenance Equity Condition”).

    


    AGREEMENTS

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Company and the Holder hereby
      agree as follows:


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    1. Waiver.
      The
      Holder hereby waives satisfaction of only the following: (a) the Registration
      Statement Equity Condition solely with respect to the Installment Notice Due
      Date applicable to the Installment Date that is September 1, 2008 and (b) the
      Listing Maintenance Equity Condition solely with respect to the Installment
      Date
      that is September 1, 2008 (the “Applicable
      Installment Date”)
      such
      that the Company will be entitled to deliver a Company Installment Notice in
      respect of the Applicable Installment Date confirming that the Installment
      Amount in respect of the Applicable Installment Date will be converted in whole
      pursuant to a Company Conversion (to be effected in accordance with the terms
      of
      the Note).

    


    2. Effect
      of this Agreement.
      Except
      as otherwise expressly provided herein, the Note is, and shall continue to
      be,
      in full force and effect and is hereby ratified and confirmed in all respects.
      

    


    IN
      WITNESS WHEREOF,
      the
      Company and the Holder have caused their respective signature page to this
      Agreement to be duly executed as of the date first written above.

     

    


    
      	
              COMPANY:

            
	
               

            	
               

            	
               

            
	
              GENEREX
                BIOTECHNOLOGY CORPORATION

            
	
               

            
	
              By:

            	 
	
               

            	
              Name:     

            	
              Anna
                E. Gluskin

            
	
               

            	
              Title:     

            	
              Chief
                Executive Officer

            
	
               

            	
               

            	
               

            


    

    


    
      	
              HOLDER:

            
	
               

            	
               

            
	
              IROQUOIS
                MASTER FUND LTD.

            
	
               

            	
               

            
	
              By:

            	 
	
               

            	
              Joshua
                Silverman, Authorized Signatory