<PAGE>

Exhibit 10.1


                                                                    Amended JDOA
                                                               Execution Version
                                                          Dated January 15, 2002



                              AMENDED AND RESTATED

             SUBSCRIPTION, JOINT DEVELOPMENT AND OPERATING AGREEMENT

                                     BETWEEN

                              ELAN CORPORATION, PLC


                        ELAN INTERNATIONAL SERVICES, LTD.


                                       AND


                        GENEREX BIOTECHNOLOGY CORPORATION



                                       AND


                             GENEREX (BERMUDA), LTD.


<PAGE>





                                      INDEX
                                      -----

CLAUSE 1   DEFINITIONS

CLAUSE 2   NEWCO'S BUSINESS

CLAUSE 3   REPRESENTATIONS AND WARRANTIES

CLAUSE 4   AUTHORIZATION AND CLOSING

CLAUSE 5   DIRECTORS; MANAGEMENT AND R&D COMMITTEES

CLAUSE 6   THE BUSINESS PLAN AND REVIEWS

CLAUSE 7   RESEARCH AND DEVELOPMENT

CLAUSE 8   COMMERCIALIZATION

CLAUSE 9   OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS/NONCOM PETITION

CLAUSE 10  INTELLECTUAL PROPERTY RIGHTS

CLAUSE 11  CROSS LICENSING/EXPLOITATION OF PRODUCTS OUTSIDE FIELDS

CLAUSE 12  REGULATORY MATTERS/CLINICAL TRIALS

CLAUSE 13  MANUFACTURING

CLAUSE 14  TECHNICAL SERVICES AND ASSISTANCE

CLAUSE 15  AUDITORS, BANKERS, ACCOUNTING REFERENCE DATE; SECRETARY

CLAUSE 16  TRANSFER OF SHARES; RIGHTS OF FIRST OFFER; TAG ALONG RIGHTS

CLAUSE 17  MATTERS REQUIRING DIRECTORS' APPROVAL

CLAUSE 18  DISPUTES


<PAGE>

CLAUSE 19  TERMINATION

CLAUSE 20  SHARE RIGHTS

CLAUSE 21  CONFIDENTIALITY

CLAUSE 22  COSTS

CLAUSE 23  GENERAL


<PAGE>


THIS AMENDED AND RESTATED SUBSCRIPTION, JOINT DEVELOPMENT AND OPERATING
AGREEMENT made this 15th day of January 2002

BETWEEN:

(1)      ELAN CORPORATION, PLC, a public limited company incorporated under the
         laws of Ireland, and having its registered office at Lincoln House,
         Lincoln Place, Dublin 2, Ireland;

(2)      ELAN INTERNATIONAL SERVICES, LTD., a Bermuda exempted limited liability
         company incorporated under the laws of Bermuda, and having its
         registered office at Clarendon House, 2 Church St., Hamilton, Bermuda
         ("EIS");

(3)      GENEREX BIOTECHNOLOGY CORPORATION a corporation duly incorporated and
         validly existing under the laws of Delaware; and

(4)      GENEREX (BERMUDA), LTD. a Bermuda exempted limited liability company
         incorporated under the laws of Bermuda, and having its registered
         office at Clarendon House, 2 Church St., Hamilton, Bermuda ("Newco").


                                    RECITALS:

A.       Newco, Generex, Elan and EIS have entered into a Subscription, Joint
         Development and Operating Agreement, dated as of January 17, 2001 (the
         "Original JDOA"). Capitalized terms used herein are defined below.

B.       Pursuant to the Original JDOA, Newco issued and sold to Generex, and
         Generex purchased from Newco, for aggregate consideration of $7.5
         million, 6,000 Newco's common shares, par value $1.00 per share (the
         "Common Shares").

         Additionally, Newco issued and sold to the Shareholders (as defined
         below), and the Shareholders purchased from Newco, for aggregate
         consideration of $7.5 million apportioned between them as set forth
         herein, 6,000 Newco's preference Shares, par value $1.00 per share (the
         "Preference Shares"), allocated 3,612 Preference Shares to Generex for
         aggregate consideration of $4.515 million and 2,388 Preference Shares
         to EIS for aggregate consideration of $2.985 million.

B.       As of the Closing Date, Elan had entered into the Original Elan License
         Agreement, and Generex has entered into the Original Generex License
         Agreement.


<PAGE>

C.       Elan and Generex have agreed to co-operate in the research, development
         and commercialization of the Products (as defined below) based on their
         respective technologies.

D.       Elan and Generex entered into the Original JDOA for the purpose of
         recording the terms and conditions regulating their relationship with
         each other, with respect to the licenses of intellectual property
         granted under the Original License Agreements.

E.       Contemporaneously herewith, Elan and Newco are amending the Original
         Elan License Agreement and entering into the Amended Elan License
         Agreement with respect to the Elan Intellectual Property and Generex
         and Newco are amending the Original Generex License Agreement and
         entering into the Amended Generex License Agreement with respect to the
         Generex Intellectual Property.

F.       The Parties desire to desire to amend and restate the Original JDOA in
         its entirety, in accordance with the terms and conditions set forth
         below.


NOW IT IS HEREBY AGREED AS FOLLOWS:

                                    CLAUSE 1

                                   DEFINITIONS

1.1      In this Amended JDOA, the following terms shall, where not inconsistent
         with the context, have the following meanings respectively.

         "Abandoned Compound" shall have the meaning as such term is defined in
         Clause 2.

         "Additional Compound" shall have the meaning as such term is defined in
         clause 2.

         "Affiliate" shall mean any corporation or entity controlling,
         controlled or under the common control of Elan or Generex or any third
         party, as the case may be, excluding, in the case of Elan an Elan JV.
         For the purpose of this definition, (i) "control" shall mean direct or
         indirect ownership of fifty percent (50%) or more of the Shares or
         shares entitled to vote for the election of directors and (ii) Newco
         shall not be an Affiliate of Elan or EIS.

         "Alternative Compound(s)" shall have the meaning as such term is
         defined in Clause 2.4.


                                       2
<PAGE>


         "Amended Elan License Agreement" shall mean the amended and restated
         license agreement between Elan and Newco, of even date herewith,
         attached hereto in Schedule 1.

         "Amended Generex License Agreement" shall mean the amended and restated
         license agreement between Generex and Newco, of even date herewith,
         attached hereto in Schedule 2.

         "Amended JDOA" shall mean this Amended and Restated Subscription, Joint
         Development and Operating Agreement (which expression shall be deemed
         to include the Recitals and the Schedules hereto).

         "Amended License Agreements" shall mean the Amended Elan License
         Agreement and the Amended Generex License Agreement.

         "Board" shall mean the board of directors of Newco.

         "Buccal Delivery" shall mean the delivery of the majority of a dose of
         a pharmaceutical agent to and through the tissues of the mouth and/or
         throat.

         "Business" shall mean the business specified in the Business Plan.

         "Business Plan" shall mean the business plan and program of development
         to be agreed by Elan and Generex pursuant to Clause 6, with respect to
         the research, development, and commercialization of the Products, which
         Business Plan shall contain, among other things, to the extent
         practicable, the research and development objectives, desired Product
         specifications, clinical indications, preliminary clinical trial
         designs (Phase I/II), development timelines, budgeted costs and the
         relative responsibilities of Generex and Elan as it relates to the
         implementation of the R&D Plan.

         "Certificate of Designations" shall mean that certain certificate of
         designations, preferences and rights of Series A Preferred Stock of
         Generex issued on or prior to the Closing Date.

         "Closing Date" shall mean January 17, 2001, the date upon which the
         Original Definitive Documents were executed and delivered by the
         Parties and the transactions effected thereby were closed.

         "Common Shares Equivalents" shall mean any options, warrants, rights or
         any other securities convertible, exercisable or exchangeable, in whole
         or in part, for or into Common Shares.

         "Compound(s)" shall mean Morphine and/or any Additional Compound that
         is approved in writing by the Management Committee in accordance with
         Clause 2.



                                       3
<PAGE>

         "Definitive Documents" shall mean this Amended JDOA, the Amended Elan
         License Agreement, the Amended Generex License Agreement, the Generex
         Securities Purchase Agreement, the Registration Rights Agreements, the
         Certificate of Designations and associated documentation of even date
         therewith or herewith, by and between Generex, Elan, EIS and Newco, as
         applicable.

         "Development Funding" shall have the meaning set forth in Clause 6.

         "Directors" shall mean, at any time, the directors of Newco.

         "Effective Date" shall mean the date of this Amended JDOA.

         "EIS Director" has the meaning set forth in Clause 5.

         "EIS/Newco Option" shall have the meaning set forth in Clause 8.

         "Elan" shall mean Elan Corporation, plc. and the Affiliates of Elan
         Corporation, plc. within the Drug Delivery Business Unit of the Elan
         Group. For the avoidance of doubt, "Elan" shall exclude the Excluded
         Entities.

         "Elan Group" shall mean all the Affiliates of Elan Corporation, plc.

         "Elan Intellectual Property" has the meaning assigned thereto in the
         Amended Elan License Agreement.

         "Elan JV" shall mean an entity that Elan and a third party (i)
         establish or have established, (ii) take shareholdings in or have a
         right to take shareholdings in, and (iii) grant certain licenses in and
         to certain intellectual property rights for the purpose of implementing
         a strategic alliance.

         "Elan License" has the meaning assigned thereto in the Amended Elan
         License Agreement.

         "Encumbrance" shall mean any liens, charges, encumbrances, equities,
         claims, options, proxies, pledges, security interests, or other similar
         rights of any nature.

         "EPIL" shall mean Elan Pharma International Ltd, a private limited
         company incorporated under the laws of Ireland.

         "Exchange Right" has the meaning assigned to such term in the
         Certificate of Designations in effect on the Closing Date.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended.

         "Excluded Entities" shall mean Neuralab Ltd.; and the Affiliates
         (present and future) of Elan Corporation, plc. within the
         Biopharmaceuticals Business Unit of the Elan, including, without
         limitation, Elan Pharma International Limited Elan Pharmaceuticals,
         Inc. and EPIL (only to the extent that EPIL is the owner of patents,
         know-how or other intellectual property or technology invented and/or
         developed within the Biopharmaceuticals Business Unit of the Elan
         Group).



                                       4
<PAGE>

         "FDA" shall mean the United States Food and Drug Administration or any
         other successor agency in the USA.

         "Fields" shall mean Field 1 and Field 2.

         "Field 1" shall mean the Buccal Delivery of Morphine for the treatment
         of all types of pain.

         "Field 2" shall mean the Buccal Delivery of any Additional Compound
         selected by the Management Committee pursuant to Clause 2 for the
         treatment of prostate cancer and endometriosis and/or the suppression
         of testosterone and estrogen.

         "Financial Year" shall mean each year commencing on August 1 (or in the
         case of the first Financial Year, the Closing Date) and expiring on
         July 31 of each year.

         "Fully Diluted Common Shares" shall mean all of the issued and
         outstanding Common Shares, assuming the conversion, exercise or
         exchange of all outstanding Common Shares Equivalents.

         "Generex" shall mean Generex Biotechnology Corporation, a Delaware
         corporation, and its Affiliates.

         "Generex Directors" has the meaning set forth in Clause 5.

         "Generex Intellectual Property" has the meaning assigned thereto in the
         Amended Generex License Agreement.

         "Generex License" shall have the meaning assigned thereto in the
         Amended Generex License Agreement.

         "Generex Securities Purchase Agreement" shall mean that certain
         securities purchase agreement, dated as of January 16, 2001, by and
         between Generex and EIS.

         "Licensed Technologies" shall mean, collectively, the Elan Intellectual
         Property and the Generex Intellectual Property.

         "Morphelan(TM)" shall mean Elan's proprietary ingestible, [ * ] of
         Morphine.

         "Morphine" shall mean all forms of morphine, including, without
         limitation, morphine sulfate; provided, however, that Morphelan(TM)
         shall not be included.



                                       5
<PAGE>

         "Newco Intellectual Property" shall mean all rights to patents,
         know-how and other intellectual property arising out of the conduct of
         the Project by any person, including any technology acquired by Newco
         from a third party that does not constitute Elan Intellectual Property
         or Generex Intellectual Property.

         For the avoidance of doubt, (a) any preclinical and clinical data
         and/or toxicity, stability and pharmacological data generated pursuant
         to the Project shall constitute Newco Intellectual Property, and (b)
         any patent application filed by Newco, or by Elan or Generex on behalf
         of Newco, and any patent issued pursuant thereto, covering a Product
         shall constitute Newco Intellectual Property.

         "Newco Bye-Laws" shall mean the Memorandum of Association and Byelaws
         of Newco Limited.

         "Original Definitive Documents" shall mean the Original JDOA, Original
         Elan License Agreement, the Original Generex License Agreement, the
         Generex Securities Purchase Agreement, the Registration Rights
         Agreements, the Certificate of Designations and associated
         documentation of even date therewith, by and between Generex, Elan, EIS
         and Newco, as applicable.

         "Original Elan License Agreement" shall mean the license agreement
         between Elan and Newco, dated January 16, 2001.

         "Original Generex License Agreement" shall mean the license agreement
         between Generex and Newco, dated January 16, 2001.

         "Original License Agreements" shall mean the Original Elan License
         Agreement and the Original Generex License Agreement.

         "Original JDOA" shall mean the Subscription, Joint Development and
         Operating Agreement, dated as of January 17, 2001, by and between Elan,
         Generex, EIS and Newco.

         "Participant" shall mean Generex or Elan, as the case may be, and
         "Participants" shall mean both of the Participants together.

         "Party" shall mean Elan, Generex, or Newco, as the case may be, and
         "Parties" shall mean all such parties together.

         "Person" shall mean an individual, partnership, corporation, limited
         liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture, governmental entity or
         authority or other entity of whatever nature.



                                       6
<PAGE>

         "Permitted Transferee" shall mean any Affiliate or subsidiary of Elan,
         EIS or Generex, to whom this Amended JDOA may be assigned, in whole or
         in part, pursuant to the terms hereof or in the case of Elan or EIS, a
         special purpose financing entity created by Elan or EIS.

         "Product" shall mean an appropriate pharmaceutical formulation of a
         Compound.

         "Project" shall mean all activities as undertaken by Elan, Generex and
         Newco in order to develop the Products pursuant to the Business Plan,
         the R&D Plan and otherwise pursuant to this Amended JDOA.

         "R&D Plan" shall mean the program of work, including the budget, agreed
         by the Management Committee as part of the Business Plan that relates
         to the formulation, biopharmaceutical and Phase II clinical development
         of the Products and such further research and development work as may
         be agreed by the Management Committee from time to time.

         "R&D Program(s)" shall mean any research and development program(s)
         commenced by Newco pursuant to the Project.

         "R&D Term" shall mean shall mean the period commencing on the Closing
         Date and ending on the 4th anniversary thereof.

         "Registration Rights Agreements" shall mean the Registration Rights
         Agreements dated as of January 16, 2001 relating to Newco and Generex,
         respectively.

         "Regulatory Application" shall mean any regulatory application or any
         other application for marketing approval for a Product, which Newco
         will file in any country of the Territory, including any supplements or
         amendments thereto.

         "Regulatory Approval" shall mean the final approval to market a Product
         in any country of the Territory, and any other approval, which is
         required to launch the Product in the normal course of business.

         "RHA" shall mean any relevant government health authority (or successor
         agency thereof) in any country of the Territory whose approval is
         necessary to market a Product in the relevant country of the Territory.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Shares" shall mean the Common Shares and Preference Shares of Newco.



                                       7
<PAGE>

         "Shareholder" shall mean any of EIS, Generex, any Permitted Transferee
         or any other Person who subsequently becomes bound by this Amended JDOA
         as a holder of the Shares, and "Shareholders" shall mean all of the
         Shareholders together.

         "Technological Competitor of Elan" shall have the meaning assigned
         thereto in the Amended Elan License Agreement.

         "Term" shall mean the term of this Amended JDOA.

         "Territory" shall mean all of the countries of the world.

         "United States Dollar" and "US$" and "$" shall mean the lawful currency
         of the United States of America.

1.2      In addition, the following definitions have the meanings in the Clauses
         corresponding thereto, as set forth below.

<TABLE>
<CAPTION>
         <S>                                 <C>
         Definition                         Clause

         "AAA"                              18.4
         "Buyout Option"                    19.3
         "Closing"                          4.3
         "Common Shares"                    Recital
         "Confidential Information"         21.1
         "Co-sale Notice"                   16.4
         "Expert"                           18.3
         "Funding"                          6.4.1
         "JDOA"                             Recital
         "Management Committee"             5.2.1
         "Notice of Exercise"               16.3
         "Notice of Intention"              16.3
         "Offered Shares"                   16.3
         "Offer Price"                      16.3
         "Preference Shares"                Recital
         "Proposing Participant"            19.5
         "Proposing Participant Price:      19.5
         "Purchase Price"                   19.5
         "Recipient Participant"            19.3
         "Recipient Participant Price"      19.5
         "Relevant Event"                   19.2
         "Remaining Shareholders"           16.4
         "Selling Shareholder"              16.3
         "Tag-Along Right"                  16.4
         "Transaction Proposal"             16.3
         "Transfer"                         16.1
         "Transferee Terms"                 16.4
         "Transferring Shareholder"         16.4
         "Work"                             6.4.2
</TABLE>

                                       8
<PAGE>


1.3      Words importing the singular shall include the plural and vice versa.

1.4      Unless the context otherwise requires, reference to a recital, article,
         paragraph, provision, clause or schedule is to a recital, article,
         paragraph, provision, clause or schedule of or to this Amended JDOA.

1.5      Reference to a statute or statutory provision includes a reference to
         it as from time to time amended, extended or re-enacted.

1.6      The headings in this Amended JDOA are inserted for convenience only and
         do not affect its construction.

1.7      Unless the context or subject otherwise requires, references to words
         in one gender include references to the other genders.

1.8      Capitalized terms used but not defined herein shall have the meanings
         assigned thereto in the Definitive Documents, if defined therein.


                                    CLAUSE 2

                                    BUSINESS

2.1      The primary objective of this Amended JDOA is to regulate the business
         of the development, testing, registration, manufacture,
         commercialization and licensing of Products in the Territory and to
         achieve the other objectives set out in this Amended JDOA. The focus of
         the Business will be the development of the Products using the Elan
         Intellectual Property, the Generex Intellectual Property and the Newco
         Intellectual Property to agreed-upon specifications and timelines.

2.2      The central management and control of Newco shall be exercised in
         Bermuda and shall be vested in the Directors and such Persons as they
         may delegate the exercise of their powers. The Shareholders agree to
         conduct the Business in such a manner as to ensure that Newco is liable
         to taxation in Bermuda and not in any other jurisdiction. The
         Participants shall use their best endeavors to ensure the sole
         residence of Newco in Bermuda, all meetings of the Directors are held
         in Bermuda or other jurisdictions outside the United States and
         generally to ensure that Newco is treated as resident for taxation
         purposes in Bermuda.

2.3      The initial Compound that has been selected and approved for the
         Project is Morphine in Field 1. Subject to Clause 2.4, the Management
         Committee may, in its discretion, select and approve (in accordance
         with the procedures for Management Committee decision making set forth
         in Clause 5), in addition to Morphine, an additional compound (each an
         "Additional Compound") for the Project, in Field 2, having regard to
         the following criteria:

                                       9
<PAGE>


         2.3.1   the market potential of the proposed Additional Compound in
                 Field 2 in the Territory (including consideration of the
                 current and anticipated competition), as estimated by the
                 Management Committee;

         2.3.2   the development cost of the proposed Additional Compound in
                 Field 2 in the Territory, as estimated by the Management
                 Committee; and

         2.3.3   the results of regulatory and intellectual property due
                 diligence primarily focused on determining whether there are
                 any regulatory or intellectual property issues which might
                 impact the development and marketing of the proposed Additional
                 Compound in Field 2 in the Territory.

         Notwithstanding the foregoing, a proposed Additional Compound shall not
         be selected and approved if such proposed Additional Compound is
         subject to contractual obligations of Elan or Generex existing at the
         date of nomination that would restrict the conduct by Newco of a R&D
         Program in Field 2 in the Territory or the ability of Newco to
         commercialize the proposed Additional Compound in Field 2 in the
         Territory.

         Prior to the approval of any Additional Compound hereunder, the Parties
         shall discuss in good faith whether any amendments are required to the
         Definitive Documents as a result of such approval, such as amending the
         provisions regulating non-competition.

2.4      Subject to the provisions of Clause 6.4, the Management Committee may
         determine that any R&D Program commenced as part of the Project in
         respect of a particular Compound should be terminated where such
         Compound fails to meet agreed specifications or the R&D Program reveals
         scientific or technical or intellectual property issues which would
         have a material adverse effect on the development and commercialization
         of the Compound in the applicable Field in the Territory.

         In such event, the Management Committee shall review in good faith
         (with reference to criteria identical to those set forth in Clause 2.3)
         the possibility of selecting an alternative Compound in Field 1 or
         Field 2 for development ("Alternative Compound"), which Alternative
         Compound may be in-licensed to Newco from Elan, Generex or a third
         party. The Management Committee may, in its discretion, review in good
         faith (with reference to criteria identical to those set forth in
         Clause 2.3) the possibility of selecting more than one Alternative
         Compound.

         If the Parties should agree to in license to Newco an Alternative
         Compound, the Parties shall discuss in good faith whether any
         amendments are required to the Definitive Documents as a result of such
         approval, such as amending the provisions regulating non-competition.

                                       10
<PAGE>


2.5      In the event that the Management Committee terminates any R&D Program
         in respect of any Compound ("Abandoned Compound") pursuant to Clause
         2.4:

         2.5.1    Newco and Generex shall confirm to Elan in writing that the
                  Elan License has terminated insofar as it previously related
                  to the Abandoned Compound;

         2.5.2    Newco and Elan shall confirm to Generex in writing that the
                  Generex License has terminated insofar as it previously
                  related to the Abandoned Compound; and

         2.5.3    Elan and Generex will cease to be bound by the non-competition
                  obligations set forth in Clause 4 of the Amended Elan License
                  Agreement and the Amended Generex License Agreement, as the
                  case may be, or otherwise set forth in the Definitive
                  Documents in respect of the Abandoned Compound, and the
                  Parties shall discuss in good faith what additional amendments
                  are required to the Definitive Documents.


                                    CLAUSE 3

                         REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of Newco: Newco hereby represents and
         warrants to each of the Shareholders as follows, as of the Closing Date
         and the Effective Date:

         3.1.1    Organization: Newco was, as of the Closing Date, and is, as of
                  the Effective Date an exempted company duly organized, validly
                  existing and in good standing under the laws of Bermuda, and
                  has all the requisite corporate power and authority to own and
                  lease its properties, to carry on its business as presently
                  conducted and as proposed to be conducted.

         3.1.2    Capitalization: The authorized capital Shares of Newco
                  consists of 6,000 Common Shares and 6,000 Preference Shares.
                  Prior to the Closing Date, no shares of capital stock of Newco
                  had been issued.

         3.1.3    Authorization: The execution, delivery and performance by
                  Newco of the Original JDOA, including the issuance of the
                  Shares and the execution, delivery and performance by Newco of
                  this Amended JDOA have been or will be duly authorized by all
                  requisite corporate actions; the Original JDOA was on the
                  Closing Date and this Amended JDOA has been duly executed and
                  delivered by Newco; the Original JDOA was on the Closing Date
                  and this Amended JDOA is the valid and binding obligation of
                  Newco, enforceable against it in accordance with their
                  respective terms except as limited by applicable bankruptcy,
                  insolvency, reorganization, moratorium and other laws of
                  general application affecting the enforcement of creditors'
                  rights generally, and except as enforcement of rights to
                  indemnity and contribution hereunder may be limited by United
                  States federal or state securities laws or principles of
                  public policy. The Shares issued pursuant to the Original JDOA
                  have been validly issued and outstanding, fully paid and
                  non-assessable and not subject to preemptive or any other
                  similar rights of the Shareholders or others.

                                       11
<PAGE>


         3.1.4    No Conflicts: The execution, delivery and performance by Newco
                  of the Original JDOA, the issuance, sale and delivery of the
                  Shares, and compliance with the provisions hereof by Newco,
                  did not, and the execution, delivery and performance by Newco
                  of this Amended JDOA and compliance with the provisions hereof
                  by Newco will not:

                  (i)     violate any provision of applicable law, statute, rule
                          or regulation applicable to Newco or any ruling, writ,
                          injunction, order, judgment or decree of any court,
                          arbitrator, administrative agency or other
                          governmental body applicable to Newco or any of its
                          properties or assets;

                  (ii)    conflict with or result in any breach of any of the
                          terms, conditions or provisions of, or constitute
                          (with notice or lapse of time or both) a default (or
                          give rise to any right of termination, cancellation or
                          acceleration) under its charter or organizational
                          documents or any material contract to which Newco is a
                          party, except where such violation, conflict or breach
                          did not or would not, individually or in the
                          aggregate, have a material adverse effect on Newco; or

                  (iii)   result in the creation of, any Encumbrance upon any of
                          the properties or assets of Newco.

         3.1.5    Approvals: No permit, authorization, consent or approval of or
                  by, or any notification of or filing with, any Person was
                  required in connection with the execution, delivery or
                  performance of the Original JDOA by Newco or is required in
                  connection with the execution, delivery or performance of this
                  Amended JDOA by Newco. Newco has full authority to conduct its
                  business as contemplated in the Business Plan and the
                  Definitive Documents.

         3.1.6    Disclosure: Neither the Original JDOA nor this Amended JDOA
                  contains any untrue statement of a material fact or omits to
                  state any material fact necessary to make the statements
                  contained herein or therein not misleading. Newco was not on
                  the Closing Date and is not on the Effective Date aware of any
                  material contingency, event or circumstance relating to its
                  business or prospects, which could have had, or could have a
                  material adverse effect thereon, in order for the disclosure
                  herein or in the Original JDOA relating to Newco not to be or
                  have been misleading in any material respect.

                                       12
<PAGE>


         3.1.7    No Business; No Liabilities: Newco did not conduct any
                  business or incurred any liabilities or obligations prior to
                  the Closing Date, except solely in connection with its
                  organization and formation and has not conducted any business
                  or incurred any liabilities or obligations since the Closing
                  Date except in the ordinary course of business, as
                  contemplated by the Original JDOA and this Amended JDOA.

         3.2      Representations and Warranties of the Shareholders: Each of
                  the Shareholders hereby severally represents and warrants to
                  Newco as follows as of the Closing Date and the Effective
                  Date:

         3.2.1    Organization: Such Shareholder was on the Closing Date and is
                  a corporation duly organized and validly existing under the
                  laws of its jurisdiction of organization and had on the
                  Closing Date and has all the requisite corporate power and
                  authority to own and lease its respective properties, to carry
                  on its respective business as presently conducted and as
                  proposed to be conducted and to carry out the transactions
                  contemplated hereby.

         3.2.2    Authority: Such Shareholder had on the Closing Date and has
                  full legal right, power and authority to enter into the
                  Original JDOA and this Amended JDOA, respectively, and to
                  perform its obligations hereunder and thereunder, which have
                  been duly authorized by all requisite corporate action. The
                  Original JDOA was on the Closing Date and this Amended JDOA is
                  the valid and binding obligation of such Shareholder,
                  enforceable against it in accordance with its terms except as
                  limited by applicable bankruptcy, insolvency, reorganization,
                  moratorium and other laws of general application affecting the
                  enforcement of creditors' rights generally, and except as
                  enforcement of rights to indemnity and contribution hereunder
                  may be limited by United States federal or state securities
                  laws or principles of public policy.

         3.2.3    No Conflicts: The execution, delivery and performance by such
                  Shareholder of the Original JDOA, the purchase of Shares by
                  the Shareholder, and compliance with the provisions of the
                  Original JDOA by such Shareholder did not, and the execution,
                  delivery and performance by such Shareholder of this Amended
                  JDOA and compliance with the provisions hereof will not:

                  (i)     violate any provision of applicable law, statute, rule
                          or regulation known by and applicable to such
                          Shareholder or any ruling, writ, injunction, order,
                          judgment or decree of any court, arbitrator,
                          administrative agency or other governmental body
                          applicable to such Shareholder or any of its
                          properties or assets, except where such violation
                          would not, individually or in the aggregate, have a
                          material adverse effect on such Shareholders;

                                       13
<PAGE>


                  (ii)    conflict with or result in any breach of any of the
                          terms, conditions or provisions of, or constitute
                          (with notice or lapse of time or both) a default (or
                          give rise to any right of termination, cancellation or
                          acceleration) under the charter or organizational
                          documents of such Shareholder or any material contract
                          to which such Shareholder is a party, except where
                          such violation, conflict or breach did not or would
                          not, individually or in the aggregate, have a material
                          adverse effect on such Shareholder; or

                  (iii)   result in the creation of, any Encumbrance upon any of
                          the properties or assets of such Shareholder.

         3.2.4    Approvals: As of the Closing Date and the Effective Date, no
                  permit, authorization, consent or approval of or by, or any
                  notification of or filing with, any Person is required in
                  connection with the execution, delivery or performance of the
                  Original JDOA or this Amended JDOA by such Shareholder.

         3.2.5    Investment Representations: Such Shareholder is sophisticated
                  in transactions of this type and capable of evaluating the
                  merits and risks of its investment in Newco. Such Shareholder
                  was not been formed solely for the purpose of acquiring the
                  Common Shares and Preference Shares and such Shareholder
                  acquired the Common Shares and Preference Shares for
                  investment for its own account, not as a nominee or agent, and
                  not with the view to, or for resale in connection with, any
                  distribution of any part thereof. Such Shareholder understands
                  that the Shares have not been registered under the Securities
                  Act or applicable state and foreign securities laws by reason
                  of a specific exemption from the registration provisions of
                  the Securities Act and applicable state and foreign securities
                  laws, the availability of which depends upon, among other
                  things, the bona fide nature of the investment intent and the
                  accuracy of such Shareholders' representations as expressed
                  herein and in the Original JDOA. Such Shareholder understands
                  that no public market now exists for any of the Shares and
                  that there is no assurance that a public market will ever
                  exist for such Shares.


                                       14
<PAGE>



                                    CLAUSE 4

                            AUTHORIZATION AND CLOSING

4.1      On the Closing Date, Newco authorized the issuance to (i) EIS of 2,388
         Preference Shares and (ii) Generex of 6,000 Common Shares and 3,612
         Preference Shares, all of which Shares have been validly issued and are
         non-assessable, and no other Shares or rights to purchase Shares or
         securities convertible into Shares have been issued by Newco.

4.2      On the Closing Date, Generex and EIS subscribed for the number of
         Shares set forth in Clause 4.1 and paid to Newco in consideration
         therefor (to a bank account established by Newco in connection with
         Completion) the subscription amounts each as provided in Recital B.

4.3      The closing of the purchases of the Shares (the "Closing") took place
         on the Closing Date contemporaneously with the closing under the
         Generex Securities Purchase Agreement.

4.4      At the Closing, the following occurred:

         4.4.1    Newco issued and sold to EIS, and EIS purchased from Newco,
                  upon the terms and subject to the conditions set forth in the
                  Original JDOA, 2,388 Preference Shares for an aggregate
                  purchase price of $2,985,000 million;

                  Newco issued and sold to Generex, and Generex purchased from
                  Newco, upon the terms and conditions set forth in the Original
                  JDOA, (i) 6,000 Common Shares for an aggregate purchase price
                  of $7,500,000 and (ii) 3,612 Preference Shares for an
                  aggregate purchase price of $4,515,000;

         4.4.2    the Parties executed and delivered to each other, as
                  applicable, certificates in respect of the Common Shares and
                  Preference Shares described above and any other certificates,
                  resolutions or documents which the Parties reasonably
                  required;

         4.4.3.   the adoption by Newco of Newco Bye-Laws;

         4.4.4.   the appointment of Kevin Insley, Anna E. Gluskin, Rose C.
                  Perri, Stephen J. Rossiter and Dawn Griffiths as Directors of
                  Newco;

         4.4.5.   the resignation of all directors and the secretary of Newco
                  holding office prior to the execution of the Original JDOA and
                  delivery of written confirmation under seal by each Person so
                  resigning that he had no claim or right of action against
                  Newco and that Newco was not in any way obligated or indebted
                  to him; and

                                       15
<PAGE>


         4.4.6.   the transfer to Newco of the share register.

4.5      Exemption from Registration:

         The Shares have been issued under an exemption or exemptions from
         registration under the Securities Act. Accordingly, the certificates
         evidencing the Shares contain and any certificates to be issued
         replacing such certificates shall, upon issuance, contain, the
         following legend:

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES LAWS OF A STATE
         OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD,
         TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF
         THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT
         TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (i) AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
         STATE SECURITIES OR BLUE SKY LAWS, OR (ii) TO THE EXTENT APPLICABLE,
         RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE
         SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH
         AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT
         REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE
         SECURITIES LAWS.

4.6.     Newco shall use reasonable efforts to file any documents that require
         filing with the Registrar of Companies in Bermuda within the prescribed
         time limits. EIS and Generex shall provide all reasonable co-operation
         to Newco in relation to the matters set forth in this Clause 4.6.

4.7.     In the event that EIS exercises the Exchange Right, Newco shall,
         immediately upon such exercise, take all necessary steps to ensure that
         EIS obtains full legal right, title and interest in and to the
         Preference Shares covered thereby.

         The Parties acknowledge that such Shares have been pledged to EIS
         pursuant to the Generex Securities Purchase Agreement and that EIS has
         physical possession of such Shares; upon such exercise, EIS shall be
         entitled to keep and retain such Shares, which shall be owned by EIS as
         provided above. In connection with the foregoing, Newco and the
         Participants shall take all necessary or appropriate steps to ensure
         such ownership by EIS.

                                       16
<PAGE>



                                    CLAUSE 5

                    DIRECTORS; MANAGEMENT AND R&D COMMITTEES

5.1.     Directors:

         5.1.1    Prior to the exercise of the Exchange Right, the Board shall
                  be composed of five Directors.

                  Generex shall have the right to nominate four directors of
                  Newco, at least two of which such directors shall be residents
                  of Bermuda ("Generex Directors") and EIS shall have the right
                  to nominate one Director of Newco ("EIS Director") which
                  Director, save as further provided herein, shall only be
                  entitled to 15% of the votes of the Board.

                  In the event that the Exchange Right is exercised by EIS
                  within 2 years following the Closing Date, the EIS Director
                  shall only be entitled to 15% of the votes of the Board until
                  the expiry of 2 years from the Closing Date.

                  In the event that the Exchange Right is exercised by EIS at
                  any time after two years following the Closing Date, or upon
                  the expiry of 2 years following the Closing Date where the
                  Exchange Right has been exercised by EIS within 2 years
                  following the Closing Date, and provided that EIS satisfies
                  the payment obligations described in Clause 6.4.2 that are
                  triggered by the exercise of the Exchange Right and the
                  payment obligations that are otherwise required by the
                  Exchange Right, then each of Generex, and EIS shall cause the
                  Board to be reconfigured so that an equal number of Directors
                  are designated by EIS and Generex and that each of the
                  Directors has equal voting power. After the Board is
                  reconfigured as provided above, the Board cannot be
                  reconfigured again unless otherwise mutually agreed to by
                  Generex and Elan.

         5.1.2    If EIS removes the EIS Director, or Generex removes any of the
                  Generex Directors, EIS or Generex, as the case may be, shall
                  indemnify the other Shareholder against any claim by such
                  removed Director arising from such removal.

         5.1.3    The Directors shall meet not less than three times in each
                  Financial Year and all Board meetings shall be held in Bermuda
                  to the extent required to ensure the sole residence of Newco
                  in Bermuda.

         5.1.4    At any such meeting, the presence of the EIS Director and at
                  least two of the Generex Directors shall be required to
                  constitute a quorum and, subject to Clause 17 hereof, the
                  affirmative vote of a majority of the Directors present at a
                  meeting at which such a quorum is present shall constitute an
                  action of the Directors. In the event of any meeting being
                  inquorate, the meeting shall be adjourned for a period of
                  seven days. A notice shall be sent to the EIS Director and the
                  Generex Directors specifying the date, time and place where
                  such adjourned meeting is to be held and reconvened.

                                       17
<PAGE>


         5.1.5    On the Closing Date, Generex may appoint one of the Generex
                  Directors to be the chairman of Newco. The chairman of Newco
                  shall hold office until:

                  (i)    the first meeting of the Board following the exercise
                         by EIS of the Exchange Right, where the Exchange Right
                         has been exercised by EIS after two years following the
                         Closing Date; or

                  (ii)   the first meeting of the Board following the expiry of
                         2 years following the Closing Date where the Exchange
                         Right has been exercised by EIS within 2 years
                         following the Closing Date

                  (in each case the "Chairman Status Board Meeting")

                  After the Chairman Status Board Meeting, each of EIS and
                  Generex, beginning with EIS at the Chairman Status Board
                  Meeting, shall have the right, exercisable alternatively, of
                  nominating one Director to be chairman of Newco for a term of
                  one year.

                  If the chairman is unable to attend any meeting of the Board
                  held prior to the Chairman Status Board Meeting, the Generex
                  Directors shall be entitled to appoint another Generex
                  Director to act as chairman in his place at the meeting.

                  If the chairman of Newco is unable to attend any meeting of
                  the Board held after the Chairman Status Board Meeting, the
                  Directors shall be entitled to appoint another Director to act
                  as chairman of Newco in his place at the meeting.

         5.1.6    In case of an equality of votes at a meeting of the Board, the
                  chairman of Newco shall not be entitled to a second or casting
                  vote. In the event of continued deadlock, the Board shall
                  resolve the deadlock pursuant to the provisions set forth in
                  Clause 18.

5.2      Management Committee:

         5.2.1    Newco's board of directors shall appoint a management
                  committee (the "Management Committee") to consist initially of
                  four members, two of whom shall be nominated by Elan and two
                  of whom shall be nominated by Generex, and each of whom shall
                  be entitled to one vote, whether or not present at any
                  Management Committee meeting. Each of Elan and Generex shall
                  be entitled to remove any of their nominees to the Management
                  Committee and appoint a replacement therefor. The number of
                  members of the Management Committee may be altered if agreed
                  to by a majority of the directors of Newco; provided that each
                  of Elan and Generex shall be entitled to appoint an equal
                  number of members to the Management Committee; and provided
                  further that if EIS has converted the Series A Preference
                  Stock into shares of Common Stock of Generex (except upon such
                  conversion due to a Significant Transaction as defined in the
                  Certificate of Designations), then the Management Committee
                  shall be appointed by each Party in numbers proportional to
                  Generex's and EIS' ownership share in Newco. Decisions of the
                  Management Committee shall require approval of at least one
                  Elan nominee on the Management Committee and one Generex
                  nominee on the Management Committee; provided, however, (a) if
                  EIS has converted the Series A Preference Stock into shares of
                  Common Stock of Generex (except upon such conversion due to a
                  Significant Transaction as defined in the Certificate of
                  Designations), then all decisions of the Management Committee
                  shall require approval of a majority of the members of the
                  Management Committee only, except as provided in the last
                  sentence of this Clause 5.2; and provided further that (b) a
                  party may proceed under Clause 6.4 notwithstanding the failure
                  to obtain Management Committee approval. Notwithstanding
                  anything contained in this Amended JDOA to the contrary,
                  approval of Elan's designee and Generex's designee to the
                  Management Committee shall be required for the matters set
                  forth on Schedule 3.

                                       18
<PAGE>


         5.2.2    The Management Committee shall be responsible for, inter alia:

                  5.2.2.1      devising, implementing and reviewing the Business
                               Plan and strategy for the Project; and

                  5.2.2.2      implementing the Business Plan in relation to the
                               Project.

                  The Management Committee shall use its reasonable efforts to
                  operate and fulfill its responsibilities as contemplated
                  hereunder in an efficient and economical manner.

                  Subject to the oversight and approval of the Management
                  Committee, the Parties acknowledge that Generex shall be
                  primarily responsible for implementing the preliminary
                  clinical plans with respect to the Project as set forth on
                  Schedule 4, which clinical plans the Parties acknowledge have
                  not been finalized.

         5.2.3    If the Management Committee cannot resolve any dispute within
                  the Management Committee, after 15 days or such other period
                  as may be agreed by the Management Committee, the dispute will
                  be referred to a designated senior officer of each of Elan and
                  Generex, and thereafter, in the event of continued deadlock,
                  pursuant to the deadlock provisions set forth in Clause 18.

                                       19
<PAGE>



                                    CLAUSE 6

                          THE BUSINESS PLAN AND REVIEWS

6.1      The Management Committee will commence preparation of and approve a
         Business Plan for Newco as soon as practicable after the Effective Date
         for the current Financial Year. The Management will use all reasonable
         efforts to complete the Business Plan within [ * ] after the Effective
         Date.

         The Management Committee shall present the Business Plan, including
         aspects of the Business Plan relating to funding and expenditures, and
         any proposed changes to the Business Plan to the Directors from time to
         time, but not less frequently than on a quarterly basis, for the review
         and approval of the EIS Director and the Generex Directors.

         If Elan and Generex cannot agree upon (i) a Business Plan, (ii) any
         change to the Business Plan or (iii) the implementation of the Business
         Plan, then either Party may elect to proceed nevertheless on the basis
         of the procedure set forth in Clause 6.4.

6.3      It is estimated that Newco will require $6,000,000 to commence and
         continue the development of the Products (the "Development Funding").

         Subject to Clause 6.4, during the R&D Term, EIS and Generex may provide
         to Newco, by way of contributed surplus up to an aggregate maximum
         amount of US$6,000,000, such funding to be provided by EIS and Generex
         on a pro rata basis based on their respective equity interests, on a
         fully diluted basis, at the time of each such funding, in Newco.
         Development Funding calls shall be made by Newco to the Participants in
         such amounts and at such times as determined by the Management
         Committee except as otherwise provided herein.

         Neither Participant shall be obliged to provide Development Funding to
         Newco in the absence of quarterly approval of the Business Plan and a
         determination by each Participant, in its sole discretion, that
         Development Funding shall be provided for the development of the
         Products.

6.4      Funding

         6.4.1    Notwithstanding anything contained in Clause 5 to the
                  contrary, in the event that;

                                       20
<PAGE>


                  (A) EIS declines to provide its share (in accordance with EIS'
                      ownership share of Newco) of any funding either approved
                      by the Management Committee in accordance with the
                      Business Plan, or proposed unilaterally by Generex, for
                      the development or commercialization of a Product (such
                      fundings, collectively, a "Funding"), then


                  (B) Generex may elect to continue to provide Funding to
                      support such work. In such event, Newco shall issue to
                      Generex a quantity of the Common Shares and/or Preference
                      Shares of Newco (with Generex determining whether it
                      desires to be issued Common Shares, Preference Shares or a
                      combination of both) equal to:

                          (1) the total of

                              (a) the amount of the Funding actually paid by
                                  Generex with respect to the applicable funding
                                  event, including EIS' share of such Funding,
                                  minus

                              (b) the product of (x) the amount of the Funding
                                  actually paid by Generex with respect to the
                                  applicable funding event, including EIS' share
                                  of such Funding, and (y) Generex' percentage
                                  ownership of Newco (immediately prior to any
                                  such issuance),

                          (2) divided by the actual per share purchase price
                              of the Newco Common Shares and Preference
                              Shares, originally sold to EIS and Generex on
                              the Effective Date.

                  An example of the above calculation is attached hereto as
                  Schedule 5. At the request of Generex, the other Parties shall
                  execute all such documents and perform all such acts as may
                  reasonably be necessary to issue to Generex the additional
                  Common Shares and/or Preference Shares as contemplated by this
                  Clause.


         6.4.2    Notwithstanding anything contained in Clause 5 of this Amended
                  JDOA to the contrary, if EIS declines to provide its share (in
                  accordance with EIS' ownership share of Newco) of any Funding
                  for

                  (A) the development of a Product, or

                  (B) the commercialization of a Product, provided that EIS has
                      not exercised the Exchange Right as of the date such
                      Funding for commercialization of the Product was required,

                  and Generex elects to continue to provide Funding to support
                  such work with respect to the Product (the "Work"), then
                  subject to Generex's compliance with the remaining provisions
                  of this Clause 6.4.2, Generex shall have the sole right to
                  manage the Work without regard to the Management Committee;
                  provided that if at any time EIS retroactively contributes its
                  full share of such Funding, plus interest at 10% per annum
                  compounded semi-annually, then (i) Generex and Newco shall
                  accept such funding from EIS, (ii) the Work shall thereafter
                  be managed again by the Management Committee in accordance
                  with the procedures set forth in Clause 5, and (iii) Generex
                  and Newco shall execute all such documents and perform all
                  such acts as may reasonably be necessary to issue to EIS the
                  amount of additional Common Shares and/or Preference Shares
                  necessary to restore EIS' percentage ownership of Newco to
                  what it was prior to the issuance of Common Shares and/or
                  Preference Shares to Generex pursuant to Clause 6.4.1.

                                       21
<PAGE>


                  If Generex manages the Work, then Generex agrees to indemnify,
                  defend and hold harmless Elan and its Affiliates with respect
                  to any claims, losses, liabilities and damages (including
                  reasonable attorneys fees) incurred or sustained by Elan and
                  its Affiliates arising out of or in connection with the Work
                  and/or Product. In such event, Generex agrees to maintain in
                  force for a reasonable and appropriate period to be agreed
                  upon in the Definitive Documents, general and product
                  liability insurance coverages with a minimum limit of $5
                  million and shall cause Elan to be named as additional insured
                  under such policies. Generex shall provide Elan with proof of
                  such coverage upon Elan's request and such policy shall
                  provide that Elan be given at least thirty (30) days prior
                  written notice of any cancellation, termination or change in
                  such insurance.

                  If EIS elects to exercise the Exchange Right, EIS shall
                  thereupon be required to contribute its full share of any
                  Funding that it may have previously declined to provide with
                  respect to the Product as described in this Clause 6.4.2, plus
                  10% interest compounded semi-annually. If EIS exercises the
                  Exchange Right and simultaneously contributes its full share
                  of any Funding as described in the previous sentence, then the
                  provisions of Clauses 6.4.1 and 6.4.2 shall be deemed
                  terminated and of no further force and effect.

         6.4.3    If Generex declines to provide its full share (in accordance
                  with its ownership share of Newco) of any Funding for the
                  development of a Product, and EIS elects to continue to
                  provide Funding to support such work, then EIS, at its option,
                  may elect by written notice to Newco and Generex to - provide
                  such additional funding to reach clinical development
                  objectives and commercialize such Product in the applicable
                  Field in the Territory outside of the Project and outside of
                  Newco. In the event EIS elects to exercise such option, each
                  of Generex and Newco shall grant to Elan - a license to Newco
                  Intellectual Property and Generex Intellectual Property, on
                  terms and conditions to be negotiated on an arm's length basis
                  (including, without limitation, whether such licenses are
                  exclusive or non-exclusive), for Elan's continued research,
                  clinical development, and commercialization of the Product in
                  the applicable Field, in the Territory and outside the Project
                  and outside of Newco.

                                       22
<PAGE>


         6.4.4    If EIS has converted the Series A Preference Stock into shares
                  of Common Stock of Generex (except upon such conversion due to
                  a Significant Transaction as defined in the Certificate of
                  Designations), Generex, at its option, may elect by written
                  notice to Newco and Elan to pursue clinical development
                  objectives and commercialize Products in the applicable Field
                  in the Territory outside of the Project and outside of Newco.
                  In the event Generex elects to exercise such option, each of
                  Elan and Newco shall grant to Generex a license to Newco
                  Intellectual Property and Elan Intellectual Property, on terms
                  and conditions to be negotiated on an arm's length basis
                  (including, without limitation, whether such licenses are
                  exclusive or non-exclusive), for Generex's continued research,
                  clinical development, and commercialization of the Product in
                  the applicable Field, in the Territory and outside the Project
                  and outside of Newco.

         6.4.5    Reference is made to Clause 5(c) of the Securities Purchase
                  Agreement for a description of certain additional matters
                  relating to funding in the event EIS elects to exercise it
                  Exchange Right.



                                    CLAUSE 7

                          RESEARCH AND DEVELOPMENT WORK


7.1      Subject to the provisions of Clause 6.3, each of Elan and Generex, at
         its respective discretion, may provide research and development
         services to Newco, at the request of Newco and as articulated in the
         Business Plan in furtherance of the development and commercialization
         of the Products and cultivation of patent rights and know-how related
         to the Elan Intellectual Property, Generex Intellectual Property and
         Newco Intellectual Property.

7.2      Subject to Clause 7.3, the cost of any research and development work
         undertaken by Elan and/or Generex shall be calculated based on a rate
         of [ * ] per FTE (Full Time Equivalent Employee Rate) per year (an FTE
         being the equivalent of [ * ] hours per year per employee). The
         foregoing cost method shall be applied (i) in the case of Elan to work
         performed on behalf of the Project by employees of Elan and (ii) in the
         case of Generex to work performed on behalf of the Project by
         consultants engaged by Generex to provide services generally for
         Generex rather than specifically for the Project and by Generex's
         employees, officers and directors. Except as provided above, research
         and development work that is sub-contracted by Elan or Generex to third
         party providers shall be charged by Elan or Generex to Newco at the
         amount invoiced by the relevant third party provider.


                                       23
<PAGE>


7.3      The cost charged by Elan and/or Generex to Newco in respect of the
         provision by Elan and/or Generex to Newco of any clinical trial
         supplies pursuant to the Project shall be agreed by the Parties as soon
         as practicable in advance of supply to Newco.

7.4      Newco shall pay Generex and Elan for any research and development work
         carried out by them on behalf of Newco at the end of each month during
         the R&D Program, subject to the proper vouching of research and
         development work and expenses. An invoice shall be issued to Newco by
         Generex or Elan, as applicable, by the 30th day of the month following
         the month in which work was performed.

7.5      Elan and Generex shall permit Newco or its duly authorized
         representative on reasonable notice and at any reasonable time during
         normal business hours to have access to inspect and audit the accounts
         and records of Elan or Generex and any other book, record, voucher,
         receipt or invoice relating to the calculation or the cost of the R&D
         Program and to the accuracy of the reports which accompanied them. Any
         such inspection of Elan's or Generex's records, as the case may be,
         shall be at the expense of Newco, except that if such inspection
         reveals an overpayment in the amount paid to Elan or Generex, as the
         case may be, for the R&D Program hereunder in any Financial Year of 5%
         or more of the amount due to Elan or Generex, as the case may be, then
         the expense of such inspection shall be borne solely by Elan or
         Generex, as the case may be, instead of by Newco. Any surplus over the
         sum properly payable by Newco to Elan or Generex, as the case may be,
         shall be paid promptly by Elan or Generex, as the case may be, to
         Newco. If such inspection reveals a deficit in the amount of the sum
         properly payable to Elan or Generex, as the case may be, by Newco,
         Newco shall pay the deficit to Elan or Generex, as the case may be.


                                    CLAUSE 8

                                COMMERCIALIZATION

8.1      Newco shall diligently pursue the research, development, prosecution
         and commercialization of the Products as provided in the Business Plan.

8.2      At such time as Newco notifies Elan in writing that Newco in good faith
         intends to commercialize a Product, EIS or any Affiliate shall have a
         first option to negotiate the terms of any agreement for the
         commercialization of such Product, which option shall be exercised
         within [ * ] of Elan's receipt of such written notification from Newco
         (the "EIS/Newco Option"); provided, however, that EIS and its
         Affiliates shall be entitled to the benefits of the EIS/Newco Option
         only if EIS has exercised the Exchange Right. If EIS or any Affiliate
         elects to enter into such negotiations, the Parties shall negotiate in
         good faith the terms of the agreement for the commercialization of such
         Product by EIS or the relevant Affiliate.


                                       24
<PAGE>


         If, despite good faith negotiations, EIS or the relevant Affiliate and
         Newco do not reach agreement within [ * ] from EIS' exercise of the
         EIS/Newco Option, then Newco shall be free for a period of [ * ]
         thereafter to enter into negotiations with a third party (other than a
         Technological Competitor Of Elan) to agree terms upon which the third
         party would commercialize the Product in the Territory, provided that
         such terms when taken as a whole, are not more favorable to the third
         party than the principal terms of the last written proposal offered by
         Newco to EIS or the relevant Affiliate or by EIS or the relevant
         Affiliate to Newco, as the case may be.

         If Newco has not entered into an agreement with a third party within
         the [ * ] period described above, the EIS/Newco Option shall be deemed
         to have re-commenced upon the same terms as set forth herein.


                                    CLAUSE 9

           OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS; NON-COMPETITION

9.1.     The Parties acknowledge and agree to be bound by the provisions of
         Clause 3 of the Amended Elan License Agreement and Clause 3 of the
         Amended Generex License Agreement, which set forth the agreement
         between the Parties in relation to the ownership of the Elan
         Intellectual Property, the Generex Intellectual Property and the Newco
         Intellectual property respectively. The Parties shall co-operate to
         execute and deliver documents and take all such other actions as may
         reasonably be requested on behalf of the owner of the intellectual
         property described in Clauses 17 of the Amended License Agreements to
         effect or evidence the ownership of intellectual property as provided
         therein.

9.2      The Parties acknowledge and agree to be bound by the provisions of
         Clause 4 of the Amended Elan License Agreement and the provisions of
         Clause 4 of the Amended Generex License Agreement, which set forth the
         agreement between the parties thereto in relation to the
         non-competition obligations of Elan and Generex, respectively.



                                       25
<PAGE>




                                    CLAUSE 10

                          INTELLECTUAL PROPERTY RIGHTS

10.1     Elan, at its sole discretion and expense, may (i) secure the grant of
         any patent applications within the Elan Patents (as such term is
         defined in the Amended Elan License Agreement) in the Fields; (ii) file
         and prosecute patent applications on patentable inventions and
         discoveries relating to the same; (iii) defend all such applications
         against third party oppositions; and (iv) maintain in force any issued
         letters patent relating to the same. Elan shall have the right in its
         discretion to control such filing, prosecution, defense and
         maintenance.

10.2     Generex, at its sole discretion and expense, may (i) secure the grant
         of any patent applications within the Generex Patents (as such term is
         defined in the Amended Generex License Agreement) in the Fields; (ii)
         file and prosecute patent applications on patentable inventions and
         discoveries relating to the same; (iii) defend all such applications
         against third party oppositions; and (iv) maintain in force any issued
         letters patent that relate to the same. Generex shall have the right in
         its discretion to control such filing, prosecution, defense and
         maintenance.

10.3     All results of research and development pursuant to the Project and
         relating to the Elan Intellectual Property, the Generex Intellectual
         Property, the Compounds, the Products, or the Fields, as the case may
         be, shall be promptly disclosed by each Party to the Management
         Committee. The Management Committee shall review on an ongoing basis
         whether such results constitute Generex Intellectual Property, Elan
         Intellectual Property or Newco Intellectual Property having regard to
         the provisions of this Amended JDOA. In the event that the disclosing
         Party informs the other Parties that it does not intend to file patent
         applications on disclosed patentable inventions and discoveries, or
         maintain pending patent applications and issued patents that are
         Generex Intellectual Property or Elan Intellectual Property, as the
         case may be, relating to the Products or the Fields in one or more
         countries in the Territory or fails to file such an application within
         a reasonable period of time, Newco may request such disclosing Party to
         file, prosecute and/or maintain such patents(s) and/or patent
         application(s) at Newco's expense. The disclosing Party shall comply
         with such request unless the disclosing party believes such request is
         without merit. Any such resulting patent would be owned by the
         disclosing party but would not be subject to the royalty provisions of
         Clause 5 of the Amended License Agreements.

10.4     Newco at its expense shall have the right but shall not be obligated
         (i) to file and prosecute patent applications on patentable inventions
         and discoveries which are Newco Intellectual Property; (ii) to defend
         all such applications against third party oppositions; and (iii) to
         maintain in force any issued letters patent, which are Newco Patents.
         Newco shall have the right to control such filing, prosecution, defense
         and maintenance provided that other Parties shall be provided with
         copies of all documents relating to such filing, prosecution, defense,
         and maintenance in sufficient time to review such documents and comment
         thereon prior to filing or response, as the case may be.

                                       26
<PAGE>


10.5     In the event that Newco informs both Elan and Generex that it does not
         intend to file an application on disclosed patentable inventions and
         discoveries or maintain any pending patent application(s) or issued
         patent(s) that are Newco Intellectual Property, Elan shall have the
         right to file and prosecute such patent applications on inventions that
         relate predominantly to the Elan Intellectual Property, and Generex
         shall have the right to file and prosecute and maintain such patent
         applications on inventions which relate predominantly to the Generex
         Intellectual Property, and Elan and Generex agree to negotiate in good
         faith on the course of action to be taken with respect to Newco
         Intellectual Property that relates equally to both Elan Intellectual
         Property and Generex Intellectual Property.

10.6     Each Party shall notify the Management Committee in a timely manner of
         any decision to abandon a pending or issued patent relating to the
         Compounds, the Products, or the Fields. The Management Committee or the
         Party in receipt of such notice shall have the option of requesting the
         owner of the pending or issued patent to continue the prosecution or
         maintenance of such pending or issued patent at Newco's expense,
         provided that such decision is commercially reasonable. Such
         intellectual property shall not be subject to the provisions of the
         royalty payment in Clause 5 of the Amended License Agreements.

10.7     The Parties shall promptly inform each other in writing of any actual
         or alleged unauthorized use in the Fields of Elan Intellectual
         Property, the Generex Intellectual Property or the Newco Intellectual
         Property by a third party of which it becomes aware and provide the
         others with any available evidence of such unauthorized use.

10.8     At its option, Elan or Generex, as the case may be, shall have the
         first option to enforce its respective intellectual property rights, at
         its own expense and for its own benefit, in connection with any
         unauthorized use of the Elan Intellectual Property or the Generex
         Intellectual Property, as the case may be, in the Fields. At the
         enforcing Party's request, the other Parties shall cooperate with the
         Party exercising such option. Should Elan or Generex, as the case may
         be, decide not to enforce any of its rights with respect to the Elan
         Intellectual Property or the Generex Intellectual Property,
         respectively, against such unauthorized use in the Fields within a
         reasonable period but in any event within twenty (20) days after
         receiving written notice of such actual or alleged unauthorized use,
         Newco may, in its discretion, request the Party exercising such option
         to initiate such proceedings in Newco's name with express third party
         beneficiary rights reasonably required hereunder to enforce such
         intellectual property rights in connection with such unauthorized use,
         at Newco's expense and for Newco's benefit; provided that such actual
         or alleged unauthorized conduct involve any Compound. Elan or Generex,
         as the case may be, shall cooperate in commencing such action on
         Newco's behalf unless Elan or Generex believe, in good faith, that such
         an action is without merit. Alternatively, the Parties may agree to
         enforce any or all of the Parties' rights with respect to their
         respective intellectual property in their joint names and shall reach
         an agreement as to the proportion in which they shall share the
         proceeds recovered or otherwise received and costs and/or expenses
         incurred as a result of commencing any such action.

                                       27
<PAGE>


10.9     Newco shall have the first right, but not the obligation, to commence a
         lawsuit or otherwise take action in connection with any alleged
         infringement of the Newco Patents or alleged unauthorized use of the
         Newco Intellectual Property. In the event that Newco takes such action,
         Newco shall do so at its own cost and expense and all damages and
         monetary award recovered in or with respect to such action shall be the
         property of Newco. Newco shall keep Elan and Generex timely informed of
         any action commenced so as to enable Generex and Elan to provide input
         in any such action; Newco shall reasonably take into consideration any
         such input. At Newco's request, the Parties shall cooperate with Newco
         with respect to any such action, at Newco's cost and expense.

10.10    In the event that Newco does not commence a lawsuit or otherwise take
         action against an infringement of any Newco Patents or misappropriation
         of the Newco Intellectual Property, then (i) if only one Participant
         determines to pursue such lawsuit or take such action at its own cost
         and expense, such Participant shall be entitled to any and all damages
         and monetary award recovered in or with respect to such action and (ii)
         if the Participants pursue such suit or action outside of Newco, they
         shall negotiate, in good faith, an appropriate allocation of costs,
         expenses and recovery amounts. At the Participant's request, Newco
         shall cooperate with such Participant in any such action, at the
         Participant's cost and expense.

10.11    In the event that a claim or proceeding is brought against Newco by a
         third party alleging that the sale, offering for sale, manufacturing,
         importing, distribution or use of a Product in the Territory or use of
         the Elan Intellectual Property or the Generex Intellectual Property, as
         the case may be, infringes the intellectual property rights of such
         third party, Newco shall promptly advise the other Parties of such
         threat or suit.

10.12    Except for claims by Newco against either Participant or by a third
         party against Newco where there has been a breach of representation or
         warranty under the Amended Elan License Agreement or the Amended
         Generex License Agreement, by Elan or Generex, respectively, Newco
         shall indemnify, defend and hold harmless Elan or Generex, as the case
         may be, against all actions, losses, claims, demands, damages, costs
         and liabilities (including reasonable attorneys fees) relating directly
         or indirectly to all other claims or proceedings of the nature
         described in Clause 10.11, provided that Elan or Generex, as the case
         may be, shall not acknowledge to the third party or to any other person
         the validity of any claims of such a third party, and shall not
         compromise or settle any claim or proceedings relating thereto without
         the prior written consent to Newco, not to be unreasonably withheld or
         delayed. At its option, Elan or Generex, as the case may be, may elect
         to take over the conduct of such proceedings from Newco provided that
         Newco's indemnification obligations shall continue; the costs of
         defending such claim shall be borne by Elan or Generex, as the case may
         be and such Party shall not compromise or settle any such claim or
         proceeding without the prior written consent of Newco, such consent not
         to be unreasonably withheld or delayed.

                                       28
<PAGE>



                                    CLAUSE 11

           CROSS LICENSING/EXPLOITATION OF PRODUCTS OUTSIDE THE FIELDS

11.1     Solely for the purposes of, and only to the extent necessary, to enable
         Elan to conduct research and development work on behalf of Newco, Newco
         hereby grants to Elan a non-exclusive, worldwide, royalty-free, fully
         paid-up license for the terms of the Amended License Agreements:

         11.1.1   to use the Newco Intellectual Property in the Fields, and

         11.1.2   subject to the terms and conditions of the Amended Generex
                  License Agreement and the Amended Elan License Agreement, a
                  sublicense to use the Generex Intellectual Property and the
                  Elan Intellectual Property in the Fields.

11.2     Solely for the purposes of, and only to the extent necessary, to enable
         Generex to conduct research and development work on behalf of Newco,
         Newco hereby grants to Generex a non-exclusive, worldwide,
         royalty-free, fully paid-up license for the terms of the Amended
         License Agreements:

         11.2.1   to use the Newco Intellectual Property in the Fields, and

         11.2.2   subject to the terms and conditions of the Amended Elan
                  License Agreement and the Amended Generex License Agreement, a
                  sublicense to use the Elan Intellectual Property and the
                  Generex Intellectual Property in the Fields.

11.3     Elan and/or Generex shall be entitled to exploit the Newco Intellectual
         Property outside the Fields subject to the Parties negotiating a
         license agreement in good faith pursuant to which Newco will grant to
         Elan and/or Generex, as the case may be, a license under the Newco
         Intellectual Property outside the Fields (which license agreement shall
         provide, inter alia, whether the license of Newco Intellectual Property
         will be exclusive or non-exclusive). The financial terms of the said
         license agreement shall be negotiated by the Parties with reference to,
         inter alia, the following criteria:

                                       29
<PAGE>


         11.3.1   the amount of monies expended by Newco in developing the Newco
                  Intellectual Property;

         11.3.2   the materiality of the contribution of the Newco Intellectual
                  Property by comparison to the further research and development
                  work to be conducted, and the materiality of the contribution
                  of the Elan Intellectual Property and the Generex Intellectual
                  Property;

         11.3.3   the financial return likely to be earned by Elan or Generex,
                  as the case may be, from the proposed exploitation outside the
                  Fields; and

         11.3.4   the impact of the proposed exploitation of the Newco
                  Intellectual Property outside the Fields on the exploitation
                  of the Newco Intellectual Property within the Fields.


                                    CLAUSE 12

                       REGULATORY MATTERS/CLINICAL TRIALS

12.1     Newco shall keep the other Parties promptly and fully advised of
         Newco's regulatory activities, progress and procedures. Newco shall
         inform the other Parties of any dealings it shall have with an RHA, and
         shall furnish the other Parties with copies of all correspondence
         relating to the Products. The Parties shall collaborate to obtain any
         required Regulatory Approval of the RHA to market the Products.

12.2     Newco shall, [ * ], file, prosecute and maintain any and all Regulatory
         Applications for the Products in the Territory in accordance with the
         Business Plan.

12.3     Any and all Regulatory Approvals obtained hereunder for any Product
         shall remain the property of Newco, provided that Newco shall allow
         Elan and Generex access thereto to enable Elan and Generex to fulfill
         their respective obligations and exercise their respective rights under
         this Amended JDOA. Newco shall maintain such Regulatory Approvals at
         its own cost.

12.4     It is hereby acknowledged that there are inherent uncertainties
         involved in the registration of pharmaceutical products with the RHA's
         insofar as obtaining approval is concerned and such uncertainties form
         part of the business risk involved in undertaking the form of
         commercial collaboration as set forth in this Amended JDOA.

12.5     The Management Committee shall be responsible for determining Newco's
         strategy as regards the conduct of any clinical trials with respect to
         the development of the Products. Any agreement between Newco and Elan
         or Generex, as the case may be, or between Newco and any independent
         third party relating to the conduct of any clinical trial with respect
         to the development of the Products shall require the prior approval in
         writing of Elan and Generex.


                                       30
<PAGE>


12.6     The Parties agree that each Party shall effect and maintain
         comprehensive general liability insurance in respect of all clinical
         trials and other activities performed by them on behalf of Newco. The
         Participants and Newco shall ensure that the industry standard
         insurance policies shall be in place for all activities to be carried
         out by Newco.


                                    CLAUSE 13

                                  MANUFACTURING

13.1     It is the expectation of the Parties that Newco shall enter into a
         supply agreement with Elan or Generex, as the case may be, to allow for
         the commercial production of such Product on behalf of Newco. In
         determining which of Elan or Generex shall provide such services, the
         Management Committee shall, in good faith, consider all relevant
         factors including the respective infrastructure and relevant experience
         of the respective Parties.

         Any such supply agreement (including a quality agreement) shall be
         negotiated and agreed by Newco and Elan or Generex, as the case may be
         not later than the date of completion of Phase III (as such term is
         commonly used in connection with FDA applications) of the R&D Plan. The
         terms of the said supply agreement shall be negotiated in good faith on
         standard industry and commercial terms.

         If each of Elan and Generex does not exercise its right hereunder to
         manufacture and supply, and/or subcontract the manufacture and supply
         the Product, then Newco shall be free to enter into negotiations with a
         third party (other than a Technological Competitor of Elan) to agree to
         terms upon which the third party would be licensed by Elan (on
         licensing terms satisfactory to Elan), by Generex (on licensing terms
         satisfactory to Generex) and by Newco to the extent necessary (on
         licensing terms satisfactory to Newco) to manufacture the relevant
         Product in the Territory, which terms when taken as a whole, are not
         more favorable to the third party than the principal terms of the last
         written proposal offered by Newco to Elan or by Elan to Newco, as the
         case may be.

13.2     Subject to the provisions of Clause 13.1, Newco shall be responsible
         for manufacturing, or having manufactured, all quantities of Products
         required for the development and commercialization of Products for use
         in the Fields.

                                       31
<PAGE>





                                    CLAUSE 14

                        TECHNICAL SERVICES AND ASSISTANCE

14.1     Whenever commercially and technically feasible, Newco shall contract
         with Generex or Elan, as the case may be, to perform such other
         services as Newco may require, other than those specifically dealt with
         hereunder or in the Amended License Agreements. In determining which
         Party should provide such services, the Management Committee shall take
         into account the respective infrastructure, capabilities and experience
         of Elan and Generex. There shall be no obligation upon either of
         Generex or Elan to perform such services.

14.2     Newco shall, if the Participants so agree, conclude an administrative
         support agreement with Elan and/or Generex on such terms as the Parties
         thereto shall in good faith negotiate. The administrative services
         shall include one or more of the following administrative services as
         requested by Newco:

         14.2.1   accounting, financial and other services;

         14.2.2   tax services;

         14.2.3   insurance services;

         14.2.4   human resources services;

         14.2.5   legal and company secretarial services;

         14.2.6   patent and related intellectual property services; and

         14.2.7   all such other services consistent with and of the same type
                  as those services to be provided pursuant to this Amended
                  JDOA, as may be required.

         The foregoing list of services shall not be deemed exhaustive and may
         be changed from time to time upon written request by Newco.

14.3     If Elan or Generex so requires, Generex or Elan, as the case may be,
         shall receive, at times and for periods mutually acceptable to the
         Parties, employees of the other Party (such employees to be acceptable
         to the receiving Party in the matter of qualification and competence)
         for instruction in respect of the Elan Intellectual Property or the
         Generex Intellectual Property, as the case may be, as necessary to
         further the Project.

14.4     The employees received by Elan or Generex, as the case may be, shall be
         subject to obligations of confidentiality no less stringent than those
         set out in Clause 21 and such employees shall observe the rules,
         regulations and systems adopted by the Party receiving the said
         employees for its own employees or visitors.

                                       32
<PAGE>



                                    CLAUSE 15

             AUDITORS, BANKERS, ACCOUNTING REFERENCE DATE; SECRETARY

Unless otherwise agreed by the Participants and save as may be provided to the
contrary herein:

15.1     the bankers of Newco shall be Bank of Bermuda or such other bank as may
         be mutually agreed from time to time;

15.2     the accounting reference date of Newco shall be July 31st in each
         Financial Year; and

15.3     the secretary of Newco shall be I.S. Outerbridge or such other Person
         as may be appointed by the Directors from time to time.


                                    CLAUSE 16

                              TRANSFERS OF SHARES;
                     RIGHT OF FIRST OFFER; TAG ALONG RIGHTS

General:

16.1.    Until such time as the Common Shares shall be registered pursuant to
         the Exchange Act and be publicly traded in an established securities
         market, no Shareholder shall, directly or indirectly, sell or otherwise
         transfer (each, a "Transfer") any Shares held by it except in as
         expressly permitted by and accordance with the terms of this Amended
         JDOA. Newco shall not, and shall not permit any transfer agent or
         registrar for any Shares to, transfer upon the books of Newco any
         Shares from any Shareholder to any transferee, in any manner, except in
         accordance with this Amended JDOA, and any purported transfer not in
         compliance with this Amended JDOA shall be void.

         During the R&D Term, no Shareholder shall, directly or indirectly, sell
         or otherwise Transfer any of its legal and/or beneficial interest in
         the Shares held by it to any other Person. After completion of the R&D
         Term, a Shareholder may Transfer Shares provided such Shareholder
         complies with the provisions of Clauses 16.2 and 16.3.

         Notwithstanding anything contained herein to the contrary, at all
         times, EIS and/or Generex shall have the right to Transfer any Shares
         to their Affiliates provided, however, that such assignment does not
         result in adverse tax consequences for any other Parties and EIS shall
         have the right to Transfer any Shares to a special purpose financing or
         similar entity established by Elan or EIS; provided, that such
         Affiliates or other Permitted Transferee to which such legal and/or
         beneficial interest in the Shares have been transferred shall agree to
         be expressly subject to and bound by all the limitations and provisions
         which are embodied in this Amended JDOA.


                                       33
<PAGE>


16.2     No Shareholder shall, except with the prior written consent of the
         other Shareholder, create or permit to subsist any Encumbrance over, or
         grant any option or other rights in all or any of the Shares held by it
         (other than by a Transfer of such Shares in accordance with the
         provisions of this Amended JDOA).

16.3     Rights of First Offer:

         If at any time after the end of the R&D Term a Shareholder shall desire
         to Transfer any Shares owned by it (a "Selling Shareholder"), in any
         transaction or series of related transactions other than a Transfer to
         an Affiliate or subsidiary or in the case of EIS to a special purpose
         financing or similar entity established by EIS, then such Selling
         Shareholder shall deliver prior written notice of its desire to
         Transfer (a "Notice of Intention") (i) to Newco and (ii) to the
         Shareholders who are not the Selling Shareholder (and any transferee
         thereof permitted hereunder, if any), as applicable, setting forth such
         Selling Shareholder's desire to make such Transfer, the number of
         Shares proposed to be transferred (the "Offered Shares") and the
         proposed form of transaction (the "Transaction Proposal"), together
         with any available documentation relating thereto, if any, and the
         price at which such Selling Shareholder proposes to Transfer the
         Offered Shares (the "Offer Price"). The "Right of First Offer" provided
         for in this Clause 16 shall be subject to any "Tag Along Right"
         benefiting a Shareholder which may be provided for by Clause 16,
         subject to the exceptions set forth therein.

         Upon receipt of the Notice of Intention, the Shareholders who are not
         the Selling Shareholder shall have the right to purchase at the Offer
         Price the Offered Shares, exercisable by the delivery of notice to the
         Selling Shareholder (the "Notice of Exercise"), with a copy to Newco,
         within [ * ] from the date of receipt of the Notice of Intention. If no
         such Notice of Exercise has been delivered by the Shareholders who are
         not the Selling Shareholder within such [ * ] period, or such Notice of
         Exercise does not relate to all of the Offered Shares covered by the
         Notice of Intention, then the Selling Shareholder shall be entitled to
         Transfer all of the Offered Shares to the intended transferee. In the
         event that all of the Offered Shares are not purchased by the
         non-selling Shareholders, the Selling Shareholder shall sell the
         available Offered Shares within [ * ] after the delivery of such Notice
         of Intention on terms no more favorable to a third party than those
         presented to the non-selling Shareholders. If such sale does not occur,
         the Offered Shares shall again be subject to the Right of First Offer
         set forth in Clause 16.3.

                                       34
<PAGE>


         In the event that any of the Shareholders who are not the Selling
         Shareholder exercises their right to purchase all of the Offered Shares
         (in accordance with this Clause 16), then the Selling Shareholder shall
         sell all of the Offered Shares to such Shareholder(s), in the amounts
         set forth in the Notice of Intention, after not less than [ * ] and not
         more than [ * ] from the date of the delivery of the Notice of
         Exercise. In the event that more than one of the Shareholders who are
         not the Selling Shareholders wish to purchase the Offered Shares, the
         Offered Shares shall be allocated to such Shareholders on the basis of
         their pro rata equity interests in Newco.

         The rights and obligations of each of the Shareholders pursuant to the
         Right of First Offer provided herein shall terminate upon the date that
         the Common Shares is registered under Section 12(b) or 12(g) of the
         Exchange Act.

         At the closing of the purchase of all of the Offered Shares by the
         Shareholders who are not the Selling Shareholder (scheduled in
         accordance with Clause 16), the Selling Shareholder shall deliver
         certificates evidencing the Offered Shares being sold, duly endorsed,
         or accompanied by written instruments of transfer in form reasonably
         satisfactory to the Shareholders who are not the Selling Shareholder,
         duly executed by the Selling Shareholder, free and clear of any adverse
         claims, against payment of the purchase price therefor in cash, and
         such other customary documents as shall be necessary in connection
         therewith.

16.4     Tag Along Rights:

         Subject to Clause 16.3, a Shareholder (the "Transferring Shareholder")
         shall not Transfer (either directly or indirectly), in any one
         transaction or series of related transactions, to any Person or group
         of Persons, any Shares, unless the terms and conditions of such
         Transfer shall include an offer to the other Shareholders (the
         "Remaining Shareholders"), to sell Shares at the same price and on the
         same terms and conditions as the Transferring Shareholder has agreed to
         sell its Shares (the "Tag Along Right").

         In the event a Transferring Shareholder proposes to Transfer any Shares
         in a transaction subject to this Clause 16.4, it shall notify, or cause
         to be notified, the Remaining Shareholders in writing of each such
         proposed Transfer. Such notice shall set forth: (i) the name of the
         transferee and the amount of Shares proposed to be transferred, (ii)
         the proposed amount and form of consideration and terms and conditions
         of payment offered by the transferee (the "Transferee Terms") and (iii)
         that the transferee has been informed of the Tag Along Right provided
         for in this Clause 16.4, if such right is applicable, and the total
         number of Shares the transferee has agreed to purchase from the
         Shareholders in accordance with the terms hereof.

                                       35
<PAGE>


         The Tag Along Right may be exercised by each of the Remaining
         Shareholders by delivery of a written notice to the Transferring
         Shareholder (the "Co-sale Notice") within [ * ] following receipt of
         the notice specified in the preceding subsection. The Co-sale Notice
         shall state the number of Shares owned by such Remaining Shareholder
         which the Remaining Shareholder wishes to include in such Transfer;
         provided, however, that without the written consent of the Transferring
         Shareholder, the amount of such securities belonging to the Remaining
         Shareholder included in such Transfer may not be greater than such
         Remaining Shareholder's percentage beneficial ownership of Fully
         Diluted Common Shares multiplied by the total number of Fully Diluted
         Common Shares to be sold by both the Transferring Shareholder and all
         Remaining Shareholders. Upon receipt of a Co-sale Notice, the
         Transferring Shareholder shall be obligated to transfer at least the
         entire number of Shares set forth in the Co-sale Notice to the
         transferee on the Transferee Terms; provided, however, that the
         Transferring Shareholder shall not consummate the purchase and sale of
         any Shares hereunder if the transferee does not purchase all such
         Shares specified in all Co-sale Notices. If no Co-sale Notice has been
         delivered to the Transferring Shareholder prior to the expiration of
         the [ * ] period referred to above and if the provisions of this
         Section have been complied with in all respects, the Transferring
         Shareholder shall have the right for a [ * ] period to Transfer Shares
         to the transferee on the Transferee Terms without further notice to any
         other party, but after such [ * ], no such Transfer may be made without
         again giving notice to the Remaining Shareholders of the proposed
         Transfer and complying with the requirements of this Clause 16.

         At the closing of any Transfer of Shares subject to this Clause 16.4,
         the Transferring Shareholder, and the Remaining Shareholder, in the
         event such Tag Along Right is exercised, shall deliver certificates
         evidencing such securities as have been Transferred by each, duly
         endorsed, or accompanied by written instruments of transfer in form
         reasonably satisfactory to the transferee, free and clear of any
         adverse claim, against payment of the purchase price therefor.

         Notwithstanding the foregoing, this Clause 16.4 shall not apply to any
         sale of Common Shares pursuant to an effective registration statement
         under the Securities Act in a bona fide public offering.


                                    CLAUSE 17

                      MATTERS REQUIRING DIRECTORS' APPROVAL

17.1     In consideration of Generex and Elan agreeing to enter into the Amended
         License Agreements, the Parties hereby agree, notwithstanding the
         provisions of Clause 6.4 that Newco shall not without the prior
         approval in writing of the EIS Director and a Generex Director:


                                       36
<PAGE>



         17.1.1.      issue any unissued Shares or unissued Common Shares
                      Equivalents, or create or issue any new shares (including
                      a split of the Shares) or Common Shares Equivalents,
                      except as expressly permitted by the Newco Bye-Laws;

         17.1.2.      alter any rights attaching to any class of share in the
                      capital of Newco or alter the Newco Bye-Laws;

         17.1.3.      consolidate, sub-divide or convert any of Newco's share
                      capital or in any way alter the rights attaching thereto;

         17.1.4       dispose of all or substantially all of the assets of
                      Newco;

         17.1.5.      do or permit to be done any act or thing whereby Newco may
                      be wound up (whether voluntarily or compulsorily), save as
                      otherwise expressly provided for in this Amended JDOA;

         17.1.6.      subject to Clause 23.13, assign, license or sub-license
                      any of the Newco Intellectual Property;

         17.1.7       alter the number of Directors

         17.1.8.      change the domicile of Newco from, or discontinue Newco
                      out of, Bermuda;

         17.1.9       register any Shares of Newco for public trading with any
                      governmental authority for public trading in any
                      securities market;

         17.1.10      declare or pay any dividend or make any distribution,
                      directly or indirectly, with respect to its capital
                      Shares; or issue, sell, exchange, deliver, redeem,
                      purchase or otherwise acquire or dispose of any shares of
                      its capital stock or other securities; and

         17.1.11      adopt or register or use any trade name, trademark or
                      service mark on behalf of Newco.


                                    CLAUSE 18

                                    DISPUTES

18.1     Except as provided in Clause 21.7, should any dispute or difference
         arise between Elan and Generex, or between Elan or Generex and Newco,
         during the period that this Amended JDOA is in force, then any Party
         may forthwith give notice to the other Parties that it wishes such
         dispute or difference to be referred to a designated senior officer of
         each of Elan and Generex.


                                       37
<PAGE>



18.2     In any event of a notice being served in accordance with Clause 18.1,
         each of the Participants shall within [ * ] of the service of such
         notice prepare and circulate to the designated senior officer of each
         of Elan and Generex a memorandum or other form of statement setting out
         its position on the matter in dispute and its reasons for adopting that
         position. Each memorandum or statement shall be considered by the
         designated senior officers of each of Elan and Generex who shall
         endeavor to resolve the dispute. If designated senior officers of each
         of Elan and Generex agree upon a resolution or disposition of the
         matter, they shall each sign a statement which sets out the terms of
         their agreement. The Participants agree that they shall exercise the
         voting rights and other powers available to them in relation to Newco
         to procure that the agreed terms are fully and promptly carried into
         effect.

18.3     In the event the designated senior officers of each of Elan and Generex
         are unable to resolve a dispute or difference within [ * ] of its being
         referred to them under Clause 18.1, the following procedures shall
         apply:

         18.3.1   If the dispute relates to the interpretation of this Amended
                  JDOA or any other Definitive Document or the compliance of the
                  Parties with their legal obligations thereunder other than
                  confidentiality obligations, or the ownership of any
                  intellectual property, the provisions of Clauses 23.9.2 and
                  23.9.3 shall govern.

         18.3.2   If the dispute does not relate to the interpretation of this
                  Amended JDOA or any other Definitive Document or the
                  compliance of the Parties with their legal obligations
                  thereunder, or the ownership of any intellectual property, the
                  provisions of Clause 18.4 shall govern.

18.4     The designated senior officers of each of Elan and Generex shall, if
         they are unable to resolve a dispute or difference described in Clause
         18.3.2 within [ * ] of such referral, and if so agreed to by Elan and
         Generex, refer the matter to an independent expert in pharmaceutical
         product development and marketing (including clinical development and
         regulatory affairs) jointly selected by the designated senior officers
         of each of Elan and Generex (the "Expert").

         In the event the designated senior officers of each of Elan and Generex
         cannot agree upon the designation of the Expert, the Participants shall
         request the American Arbitration Association ("AAA"), sitting in the
         City of New York to select the Expert. In each case, the Expert shall
         be selected having regard to his suitability to determine the
         particular dispute or difference on which the Expert is being requested
         to determine. Unless otherwise agreed between the designated senior
         officers of each of Elan and Generex, the following rules shall apply
         to the appointment of the Expert. The fees of the AAA and the Expert
         shall be shared equally by the Participants. The Expert shall be
         entitled to inspect and examine all documentation and any other
         material which the Expert may consider to be relevant to the dispute.
         The Expert shall afford each Party a reasonable opportunity (in writing
         or orally) of stating reasons in support of such contentions as each
         Party may wish to make relative to the matters under consideration. The
         Expert shall give notice in writing of his determination to the Parties
         within such time as may be stipulated in his terms of appointment or in
         the absence of such stipulation as soon as practicable but in any event
         within four weeks from the reference of the dispute or difference to
         him.


                                       38
<PAGE>



18.5     Any determination by the Expert of a dispute or difference shall not be
         binding on the Parties.


                                    CLAUSE 19

                                   TERMINATION

19.1     his Amended JDOA shall govern the operation and existence of Newco
         until

         19.1.1   terminated by written agreement of all Parties hereto; or

         19.1.2   otherwise terminated in accordance with this Clause 19.

19.2     For the purpose of this Clause 19, a "Relevant Event" is committed by a
         Participant if:

         19.2.1   it commits a material breach of its representations,
                  warranties or obligations under this Amended JDOA and fails to
                  cure it within 60 days of being specifically required in
                  writing to do so by the other Participant; provided, however,
                  that if the breaching Participant has proposed a course of
                  action to cure the breach and is acting in good faith to cure
                  same but has not cured the breach by the 60th day, such period
                  shall be extended by such period as is reasonably necessary to
                  permit the breach to be cured, provided that such period shall
                  not be extended by more than 90 days, unless otherwise agreed
                  in writing by the Parties; or

         19.2.2   a distress, execution, sequestration or other process is
                  levied or enforced upon or sued out against a material part of
                  its property which is not discharged or challenged within 30
                  days; or

         19.2.3   it is unable to pay its debts in the normal course of
                  business; or

         19.2.4   it ceases wholly or substantially to carry on its business,
                  otherwise than for the purpose of a reconstruction or
                  amalgamation, without the prior written consent of the other
                  Participant (such consent not to be unreasonably withheld); or

                                       39
<PAGE>


         19.2.5   the appointment of a liquidator, receiver, administrator,
                  examiner, trustee or similar officer of such Participant or
                  over all or substantially all of its assets under the law of
                  any applicable jurisdiction, including without limitation, the
                  United States of America, Bermuda or Ireland; or

         19.2.6   an application or petition for bankruptcy, corporate
                  re-organization, composition, administration, examination,
                  arrangement or any other procedure similar to any of the
                  foregoing under the law of any applicable jurisdiction,
                  including without limitation, the United States of America,
                  Bermuda or Ireland, is filed, and is not discharged within 60
                  days, or a Participant applies for or consents to the
                  appointment of a receiver, administrator, examiner or similar
                  officer of it or of all or a material part of its assets,
                  rights or revenues or the assets and/or the business of a
                  Participant are for any reason seized, confiscated or
                  condemned.

19.3     If either Participant commits a Relevant Event, the other Participant
         shall be entitled, within three months of the occurrence of the
         Relevant Event, to require the defaulting Participant (the "Recipient
         Participant") to sell on reasonable terms of payment to the
         non-defaulting Participant (the "Proposing Participant") all (but not
         some only) of the Shares, held or beneficially owned by the Recipient
         Participant for an amount equal to 90% of the fair market value of the
         Shares of the Recipient Participant (the "Buyout Option").

19.4     The Proposing Participant shall notify the Recipient Participant of the
         exercise of the Buyout Option, no later than 30 business days prior to
         the proposed exercise thereof, by delivering written notice to the
         Recipient Participant stating that the Buyout Option is exercised and
         the price at which the Proposing Participant is willing to purchase the
         Shares of the Recipient Participant.

19.5     In the event that the Participants do not agree upon a purchase price
         for the Shares within five business days following the receipt by the
         Recipient Participant of written notice from the Proposing Participant
         pursuant to Clause 19.4 above, the Proposing Participant may contact
         the American Arbitration Association, sitting in New York City and
         request that an independent US-based arbitrator who is knowledgeable of
         the pharmaceutical/biotechnology industry be appointed within 10
         business days. The AAA shall endeavor to select an arbitrator who is
         technically knowledgeable in the pharmaceutical/biotechnology industry
         (and who directly and through his affiliates, has no business
         relationship with, or shareholding in, either the Proposing Participant
         or the Recipient Participant). Promptly upon being notified of the
         arbitrator's appointment, the Proposing Participant and the Recipient
         Participant shall submit to the arbitrator details of their assessment
         of the fair market value for the Shares of the Recipient Participant
         together with such information as they think necessary to validate
         their assessment. The arbitrator shall notify the Recipient Participant
         of 90% of the fair market value assessed by the Proposing Participant
         (the "Proposing Participant Price") and shall notify the Proposing
         Participant of 90% of the fair market value assessed by the Recipient
         Participant (the "Recipient Participant Price"). The Proposing
         Participant and the Recipient Participant shall then be entitled to
         make further submissions to the arbitrator within five business days
         explaining why the Recipient Participant Price or the Proposing
         Participant Price, as the case may be, is unjustified. The arbitrator
         shall thereafter meet with the Proposing Participant and the Recipient
         Participant and shall thereafter choose either the Recipient
         Participant Price or the Proposing Participant Price (but not any other
         price) as the purchase price for the Shares (the "Purchase Price") on
         the basis of which price the arbitrator determines to be closer to 90%
         of the fair market value for the Shares of the Recipient Participant.
         The arbitrator shall use his best efforts to determine the Purchase
         Price within 30 business days of his appointment. The Proposing
         Participant and the Recipient Participant shall bear the costs of the
         arbitrator equally provided that the arbitrator may, in his discretion,
         allocate all or a portion of such costs to one Party. Any decision of
         the arbitrator shall be final and binding.

                                       40
<PAGE>


19.6     The Proposing Participant shall purchase the Shares of the Recipient
         Participant by delivery of the Purchase Price in cash no later than the
         15th business day following determination of the Purchase Price by the
         Expert.

19.7     The Shares of the Recipient Participant so transferred shall be sold by
         the transferor as beneficial owner with effect from the date of such
         transfer free from any lien, charge or encumbrance with all rights and
         restrictions attaching thereto.

19.8     If the Proposing Participant exercises the Buyout Option, both parties
         will negotiate in good faith to agree to additional reasonable
         provisions and/or amendments to the Amended License Agreements to
         protect the intellectual property rights of the Recipient Party.

19.9     If either Participant commits a Relevant Event, the other Shareholder
         shall have in addition to all other legal and equitable rights and
         remedies hereunder, the right to terminate this Amended JDOA upon 30
         days' written notice.

19.10    In the event of a termination of the Amended Elan License Agreement
         and/or the Amended Generex License Agreement, both parties will
         negotiate in good faith to determine whether this Amended JDOA should
         be terminated and if so, which provisions should survive termination.

19.11    The provisions of Clauses 1 (Definitions); 3 (Representations); 7.4 and
         7.5 (Development Work); 9 (Ownership of Intellectual Property); 10.4,
         10.5, 10.7, and 10.9 to 10.12, inclusive (Intellectual Property
         Rights); 11.3 (Exploitation Outside the Fields); 12.3, 12.5, and 12.6
         (Regulatory Matters); 16 (Transfers of Shares); 17 (Matters Requiring
         Directors' Approval); 19.3 to 19.11, inclusive (Termination); 20 (Share
         Rights); 21 (Confidentiality); 22.2 (Costs) and 23 (General) shall
         survive the termination of this Amended JDOA under this Clause 19; all
         other terms and provisions of this Amended JDOA shall cease to have
         effect and be null and void upon the termination of this Amended JDOA.

                                       41
<PAGE>


                                    CLAUSE 20

                                  SHARE RIGHTS

The provisions regulating the rights and obligations attaching to the Common
Shares and the Preference Shares are set out in the Newco Bye-laws.


                                    CLAUSE 21

                                 CONFIDENTIALITY

21.1     The Parties and/or Newco acknowledge and agree that it may be
         necessary, from time to time, to disclose to each other or give access
         to each other confidential and/or proprietary information, including
         without limitation, inventions, works of authorship, trade secrets,
         specifications, designs, data, know-how and other information, relating
         to the Fields, the Products, present or future products, the Newco
         Intellectual Property, the Elan Intellectual Property or the Generex
         Intellectual Property, as the case may be, methods, compounds, research
         projects, work in process, services, sales suppliers, customers,
         employees and/or business of the disclosing Party, whether in oral,
         written, graphic or electronic form (collectively "Confidential
         Information").

21.2     Save as otherwise specifically provided herein, any Confidential
         Information revealed by a Party to another Party shall be maintained as
         confidential and shall be used by the receiving Party exclusively for
         the purposes of fulfilling the receiving Party's rights and obligations
         under this Amended JDOA, and for no other purpose. Confidential
         Information shall not include:

         21.2.1   information that is generally available to the public;

         21.2.2   information that is made public by the disclosing Party;

         21.2.3   information that is independently developed by the receiving
                  Party, as evidenced by such Party's records, without the aid,
                  application or use of the disclosing Party's Confidential
                  Information;

         21.2.4   information that is published or otherwise becomes known to
                  the public without any disclosure by the receiving Party, or
                  on the part of the receiving Party's directors, officers,
                  agents, representatives or employees;

                                       42
<PAGE>


         21.2.5   information that becomes available to the receiving Party on a
                  non-confidential basis, whether directly or indirectly, from a
                  source other than the disclosing Party, which source did not
                  acquire this information on a confidential basis; or

         21.2.6   information which was already in the possession of the
                  receiving Party at the time of receiving such information, as
                  evidenced by its records, provided such information was not
                  previously provided to the receiving party from a source which
                  was under an obligation to keep such information confidential;
                  or

         21.2.7   information that is the subject of a written permission to
                  disclose, without restriction or limitation, by the disclosing
                  Party.

21.3     The receiving Party will be entitled to disclose Confidential
         Information which the receiving Party is required to disclose pursuant
         to:

         21.3.1   a valid order of a court or other governmental body or any
                  political subdivision thereof or as otherwise required by law,
                  rule or regulation; or; or

         21.3.2   any other requirement of law;

         provided that if the receiving Party becomes legally required to
         disclose any Confidential Information, the receiving Party shall give
         the disclosing Party prompt notice of such fact so that the disclosing
         Party may obtain a protective order or confidential treatment or other
         appropriate remedy concerning any such disclosure. The receiving Party
         shall fully co-operate with the disclosing Party in connection with the
         disclosing Party's efforts to obtain any such order or other remedy. If
         any such order or other remedy does not fully preclude disclosure, the
         receiving Party shall make such disclosure only to the extent that such
         disclosure is legally required.

21.4     Save as otherwise specifically provided herein, each Party agrees to
         disclose Confidential Information of another Party only to those
         employees, representatives, agents requiring knowledge thereof in
         connection with their duties directly related to the fulfilling of the
         Party's obligations under this Amended JDOA, so long as such persons
         are under an obligation of confidentiality no less stringent than as
         set forth herein. With respect to third parties, each Party further
         agrees that, in the event it becomes necessary to disclose Confidential
         Information of another Party, the disclosing Party shall only disclose
         such Confidential Information as is reasonably necessary to further or
         fulfill the disclosing Party's obligations under this Amended JDOA and
         then only so long as such third party is under an obligation of
         confidentiality no less stringent than as set forth herein, provided
         that, solely with respect to the Generex Intellectual Property or the
         Elan Intellectual Property, as the case may be, and only to the extent
         the Generex Intellectual Property or the Elan Intellectual Property to
         be disclosed constitutes Confidential Information, prior to disclosure,
         a disclosing Party shall provide Generex or Elan, as the case may be,
         with reasonable notice as to the Confidential Information with respect
         to Generex Intellectual Property or Elan Intellectual Property, as the
         case may be, to be disclosed. Each Party further agrees to inform all
         such employees, representatives and agents of the terms and provisions
         of this Amended JDOA and their duties hereunder and to obtain their
         consent hereto as a condition of receiving Confidential Information.
         Each Party agrees that it will exercise the same degree of care and
         protection to preserve the proprietary and confidential nature of the
         Confidential Information disclosed by a Party, as the receiving Party
         would exercise to preserve its own Confidential Information. Each Party
         agrees that it will, upon request of another Party, return all
         documents and any copies thereof containing Confidential Information
         belonging to or disclosed by such other Party. Each Party shall
         promptly notify the other Parties upon discovery of any unauthorized
         use or disclosure of the other Parties' Confidential Information.

                                       43
<PAGE>


21.5     Any breach of this Clause 21 by any employee, representative or agent
         of a Party is considered a breach by the Party itself.

21.6     The provisions relating to confidentiality in this Clause 21 shall
         remain in effect during the Term and for a period of [ * ] following
         the termination of this Amended JDOA.

21.7     The Parties agree that the obligations of this Clause 21 are necessary
         and reasonable in order to protect the Parties' respective businesses,
         and each Party expressly agrees that monetary damages would be
         inadequate to compensate a Party for any breach by the other Party of
         its covenants and agreements set forth herein. Accordingly, the Parties
         agree and acknowledge that any such violation or threatened violation
         will cause irreparable injury to a Party and that, in addition to any
         other remedies that may be available, in law or in equity or otherwise,
         any Party shall be entitled to obtain injunctive relief against the
         threatened breach of the provisions of this Clause 21, or a
         continuation of any such breach by the other Party, specific
         performance and other equitable relief to redress such breach together
         with its damages and reasonable counsel fees and expenses to enforce
         its rights hereunder, without the necessity of proving actual or
         express damages. The dispute resolution procedures set forth in Clause
         18 shall not apply to any breach or threatened breach of the provisions
         of this Clause 21.

                                       44
<PAGE>


                                    CLAUSE 22

                                      COSTS

22.1     Each Shareholder shall bear its own legal and other costs incurred in
         relation to preparing and concluding this Amended JDOA and the
         Definitive Documents.

22.2     All other costs, legal fees, registration fees and other expenses
         relating to the transactions contemplated hereby, including the costs
         and expenses incurred in relation to the incorporation of Newco, shall
         be borne by Newco.


                                    CLAUSE 23

                                     GENERAL

23.1     Exclusion of liability:

         Notwithstanding anything to the contrary in this Amended JDOA, no Party
         shall be liable to any other Party by reason of any representation or
         warranty, condition or other term or any duty of common law, or under
         the express terms of this Amended JDOA, for any consequential, special
         or incidental or punitive loss or damage (whether for loss of current
         or future profits, loss of enterprise value or otherwise) and whether
         occasioned by the negligence of the respective Parties, their employees
         or agents or otherwise.

23.2     Good Faith:

         Each of the Parties agrees to act reasonably in giving effect to the
         provisions of this Amended JDOA.

23.3     Further Assurance:

         At the request of any of the Parties, the other Party or Parties shall
         (and shall use reasonable efforts to procure that any other necessary
         parties shall) execute and perform all such documents, acts and things
         as may reasonably be required subsequent to the signing of this Amended
         JDOA for assuring to or vesting in the requesting Party the full
         benefit of the terms hereof.

23.4     No Representation:

         Each of the Parties hereto hereby acknowledges that in entering into
         this Amended JDOA it has not relied on any representation or warranty
         except as expressly set forth herein or in any document referred to
         herein.

                                       45
<PAGE>


23.5     Force Majeure:

         Neither Party to this Amended JDOA shall be liable for delay in the
         performance of any of its obligations hereunder if such delay is caused
         by or results from causes beyond its reasonable control, including
         without limitation, acts of God, fires, strikes, acts of war (whether
         war be declared or not), insurrections, riots, civil commotions,
         strikes, lockouts or other labor disturbances or intervention of any
         relevant government authority, but any such delay or failure shall be
         remedied by such Party as soon as practicable.

23.6     Relationship of the Parties:

         Nothing contained in this Amended JDOA is intended or is to be
         construed to constitute Elan or EIS and Generex as partners, or Elan or
         EIS as an employee or agent of Generex, or Generex as an employee or
         agent of Elan or EIS.

         No Party hereto shall have any express or implied right or authority to
         assume or create any obligations on behalf of or in the name of another
         Party or to bind another Party to any contract, agreement or
         undertaking with any third party.

23.7     Counterparts:

         This Amended JDOA may be executed in any number of counterparts, each
         of which when so executed shall be deemed to be an original and all of
         which when taken together shall constitute this Amended JDOA.

23.8     Notices:

         Any notice to be given under this Amended JDOA shall be sent in writing
         in English by registered or recorded delivery post or reputable
         overnight courier or telefaxed to:

         Elan at:

         c/o Elan International Services, Ltd.,
         102 St. James Court,
         Flatts, Smiths FL04,
         Bermuda.

         Attention:           President
         Telephone:           441-292-9169
         Fax:                 441-292-2224

         and

                                       46
<PAGE>



         Elan International Services, Ltd.
         102 St. James Court
         Flatts, Smiths FL04
         Bermuda
         Attention:           President
         Telephone:           441-292-9169
         Fax:                 441-292-2224


         Generex at:

         Generex Biotechnology Corporation
         33 Harbour Square, Suite 202,
         Toronto, Ontario
         Canada M5J 2G2

         Attn: Chief Executive Officer
         Telephone            416-364-8288
         Fax:                 416-364-8782

         with a copy to:

         Eckert Seamans Cherin & Mellott, LLC
         1515 Market Street
         9th Floor
         Philadelphia, PA 19102
         Attention:  [ * ], Esq.


         Newco at:

         Clarendon House,
         2 Church St.,
         Hamilton,
         Bermuda
         Attention:           Secretary
         Telephone:           441-292-9169
         Fax:                 441-292-2224


         or to such other address(es) as may from time to time be notified by
         any Party to the others hereunder.

         Any notice sent by mail shall be deemed to have been delivered within 7
         business days after dispatch or delivery to the relevant courier and
         any notice sent by telefax shall be deemed to have been delivered upon
         confirmation of receipt. Notices of change of address shall be
         effective upon receipt. Notices by telefax shall also be sent by
         another method permitted hereunder.

                                       47
<PAGE>


23.9     Governing Law

23.9.1.  This Amended JDOA shall be governed by and construed in accordance with
         the laws of the State of New York.

23.9.2   In the event that a dispute regarding the matters described in Clause
         18.3.1 is not resolved pursuant to the provisions of Clause 18.1, the
         Parties agree to consider other dispute resolution mechanisms including
         mediation.

23.9.3   In the event that the Parties fail to agree on a mutually acceptable
         dispute resolution mechanism under Clause 23.9.2 or in the event that
         the dispute is not resolved pursuant to any dispute resolution
         mechanism agreed by the Parties under Clause 23.9.2 within 6 months,
         the dispute shall be finally settled by the courts of competent
         jurisdiction. For the purposes of this Amended JDOA the parties submit
         to the [ * ] jurisdiction of the courts of the State of New York.

23.10    Severability:

         If any provision in this Amended JDOA is agreed by the Parties to be,
         deemed to be or becomes invalid, illegal, void or unenforceable under
         any law that is applicable hereto, such provision will be deemed
         amended to conform to applicable laws so as to be valid and enforceable
         or, if it cannot be so amended without materially altering the
         intention of the Parties, it will be deleted, with effect from the date
         of such agreement or such earlier date as the Parties may agree, and
         the validity, legality and enforceability of the remaining provisions
         of this Amended JDOA shall not be impaired or affected in any way.

23.11    Amendments:

         No amendment, modification or addition hereto shall be effective or
         binding on any Party unless set forth in writing and executed by a duly
         authorized representative of all Parties.

23.12    Waiver:

         No waiver of any right under this Amended JDOA shall be deemed
         effective unless contained in a written document signed by the Party
         charged with such waiver, and no waiver of any breach or failure to
         perform shall be deemed to be a waiver of any future breach or failure
         to perform or of any other right arising under this Amended JDOA.

                                       48
<PAGE>




23.13    Assignment:

         None of the Parties shall be permitted to assign its rights or
         obligations hereunder without the prior written consent of the other
         Parties except as follows:

         23.13.1   Elan, EIS and/or Generex shall have the right to assign their
                   rights and obligations hereunder to their Affiliates
                   provided, however, that such assignment does not result in
                   adverse tax consequences for any other Parties.

         23.13.2   Elan and EIS shall have the right to assign their rights and
                   obligations hereunder to a special purpose financing or
                   similar entity established by Elan or EIS.

23.14    Assignment of Newco Intellectual Property:

         Upon one month's prior notice in writing from Elan to Newco and
         Generex, Newco shall assign the Newco Intellectual Property from Newco
         to a wholly-owned subsidiary of Newco to be incorporated in Ireland,
         which company shall be newly incorporated to facilitate such
         assignment.

23.15    Whole Agreement:

         Except as otherwise provided in Section 9 of the Generex Securities
         Agreement, this Amended JDOA (including the Schedules attached hereto)
         and the Definitive Documents set forth all of the agreements and
         understandings between the Parties with respect to the subject matter
         hereof, and supersede all prior agreements and understandings between
         the Parties with respect to the subject matter hereof. There are no
         agreements or understandings with respect to the subject matter hereof,
         either oral or written, between the Parties other than as set forth in
         this Amended JDOA and the Definitive Documents and the Newco Bye-laws.

         In the event of any ambiguity or conflict arising between the terms of
         this Amended JDOA and those of the Newco Bye-Laws, the terms of this
         Amended JDOA shall prevail except with respect to the rights and
         obligations attaching to the Common Shares and the Preference Shares,
         where the Newco Bye-Laws shall prevail.

         No provision of this Amended JDOA shall be construed so as to negate,
         modify or affect in any way the provisions of any other agreement
         between any of the Parties unless specifically referred to, and solely
         to the extent provided herein. In the event of a conflict between the
         provisions of this Amended JDOA and the provisions of the Amended
         License Agreements, the terms of this Amended JDOA shall prevail unless
         this Amended JDOA specifically provide otherwise.

                                       49
<PAGE>


         Nothing contained herein shall be deemed to negate any rights or
         obligations of any of the Parties that have accrued between the Closing
         Date and the Effective Date, save to the extent expressly provided
         herein.

23.16    Successors:

         This Amended JDOA shall be binding upon and inure to the benefit of the
         Parties hereto, their successors and permitted assigns.


IN WITNESS WHEREOF, the Parties hereto have executed this Amended JDOA on the
day first set forth above.

                                               SIGNED

                                               BY:_______________________

                                               for and on behalf of
                                               ELAN CORPORATION, PLC


                                               SIGNED

                                               BY:_______________________

                                               for and on behalf of
                                               ELAN INTERNATIONAL SERVICES, LTD.


                                               SIGNED

                                               BY:_______________________

                                               for and on behalf of
                                               GENEREX BIOTECHNOLOGY CORPORATION


                                               SIGNED

                                               BY:_______________________

                                               for and on behalf of
                                               GENEREX (BERMUDA), LTD.

                                       50
<PAGE>


                                   Schedule 1

                                      [ * ]


                                       51
<PAGE>


                                   Schedule 2

                                      [ * ]


                                       52
<PAGE>


                                   Schedule 3

                      Decisions of the Management Committee

         1.       Make a material Newco determination outside the ordinary
                  course of Business, including, among other things, acquiring
                  or disposing of intellectual property and licenses or
                  sublicenses, changing the Business as it relates to the
                  Licensed Technologies; and entering into joint ventures and
                  similar arrangements as they relate to the Licensed
                  Technologies;

         2.       [ * ], enter into any contract or transaction except in the
                  ordinary course of business on arm's length terms;

         3.       amend or vary the terms of the Amended Generex License
                  Agreement or the Amended Elan License Agreement;

         4.       [ * ], permit a person other than Newco to own a regulatory
                  approval relating to the Product(s);

         5.       [ * ], amend or vary the Business Plan or the Newco budget as
                  they relate to the Licensed Technologies.


                                       53
<PAGE>


                                   Schedule 4

                           Preliminary Clinical Plan



                                     [ * ]


                                       54
<PAGE>



                                   Schedule 5

                             Clause 6.4 Calculation

I.
--------------------------------------------------------------------------------
                                                      -                Funding
                                                  Ownership          Provided to
                                                 Percentage             Date


Generex                                               80%             8,000,000
EIS                                                   20%             2,000,000
--------------------------------------------------------------------------------
Next Funding Requirement                        1,000,000

Necessary Contribution Based
on Next FundingRequirement:
      Generex                                     800,000
      EIS                                         200,000
--------------------------------------------------------------------------------

Assume EIS chooses to fund $0 and Generex chooses to fund the entire $1,000,000.
Generex would be issued the following amount of Common Shares and/or Preference
Shares:


                 (Total of Funding Paid by Generex in Applicable
                         Funding Event) - (Total Funding
            Paid by Generex in Applicable Funding Event )x (Generex's
                          percentage ownership of Newco
                immediately before the Applicable Funding Event)
                                   divided by
         per share purchase price of Common Shares and Preference Shares








(1,000,000) - (1,000,000) x (.8)
per share purchase price                       =              shares


--------------------------------------------------------------------------------



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