----

----

**UNITED      STATES **

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      D.C. 20549**

**FORM      10-Q**

**x**
** QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**

**EXCHANGE      ACT OF 1934**

**o**
**      TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE      SECURITIES**

**EXCHANGE      ACT OF 1934**

**For      the transition period from _________________ to      ________________**

**COMMISSION      FILE NUMBER: 0-25169**

**GENEREX      BIOTECHNOLOGY CORPORATION**

**(Exact        name of registrant as specified in its charter)**

|   | **Delaware**                                                                         |   | **98-0178636**                                       |   |
|--------|--------------------------------------------------------------------------------------|--------|------------------------------------------------------|--------|
|   | **(State                of other jurisdiction of incorporation or****organization)** |   | **(IRS                Employer Identification No.)** |   |

**33      HARBOUR SQUARE, SUITE 202**

**TORONTO,      ONTARIO**

**CANADA      M5J 2G2**

**(Address      of principal executive offices)**

**416/364-2551**

**(Registrant's      telephone number, including area code)**

**Not      applicable**

**(Former      name, former address and former fiscal year**

**if      changed since last report)**

| Large                  accelerated filer  o | Accelerated                  filer  x   | Non-accelerated                  filer  o   |
|-------------------------------------------------------|-------------------------------------------------------------|-----------------------------------------------------------------|

----

----

----

**GENEREX      BIOTECHNOLOGY CORPORATION**

**INDEX**

| PART                I. FINANCIAL INFORMATION                                                                                     |   |
|----------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                             |   |
| Item                1.     Financial Statements.                                                        |   |
|                                                                                                                             |   |
|   (Unaudited)                                                                                                          |   |
|   Consolidated                Balance Sheets -                                                                         |   |
|   October                31, 2007 and July 31, 2006                                                                    | 1      |
|                                                                                                                             |   |
|   Consolidated                Statements of Operations — For the three month                                     |   |
|   Periods                ended October 31, 2007 and 2006, and cumulative from                                          |   |
|   November                2, 1995 to October 31, 2007                                                                  | 2      |
|                                                                                                                             |   |
|   Consolidated                Statements of Cash Flows — For the three month                                     |   |
|   Periods                ended October 31, 2007 and 2006, and cumulative from                                          |   |
|   November                2, 1995 to October 31, 2007                                                                  | 3      |
|                                                                                                                             |   |
|   Notes                to Consolidated Financial Statements                                                            | 5      |
|                                                                                                                             |   |
| Item                2. Management's Discussion and Analysis of Financial Condition and                Results of Operations | 11     |
|                                                                                                                             |   |
| Item                3. Quantitative and Qualitative Disclosures About Market                Risk                            | 19     |
|                                                                                                                             |   |
| Item                4. Controls and Procedures                                                                              | 20     |
|                                                                                                                             |   |
| PART                II: OTHER INFORMATION                                                                                        |   |
|                                                                                                                             |   |
| Item                1. Legal Proceedings                                                                                    | 20     |
|                                                                                                                             |   |
| Item                1A. Risk Factors                                                                                        | 21     |
|                                                                                                                             |   |
| Item                2. Unregistered Sales of Equity Securities and Use of                Proceeds                           | 23     |
|                                                                                                                             |   |
| Item                3. Defaults Upon Senior Securities                                                                      | 24     |
|                                                                                                                             |   |
| Item                4. Submission of Matters to a Vote of Security                Holders                                   | 24     |
|                                                                                                                             |   |
| Item                5. Other Information                                                                                    | 24     |
|                                                                                                                             |   |
| Item                6. Exhibits                                                                                             | 24     |
|                                                                                                                             |   |
| Signatures                                                                                                                  | 29     |

----

**PART      I. FINANCIAL INFORMATION**

**Item      1. Financial Statements**

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED      BALANCE SHEETS**

|                                                                                                     |   | October                31, |         | July                31, |   |
|----------------------------------------------------------------------------------------------------------|--------|----------------------------|--------------|-------------------------|--------|
|                                                                                                     |   | 2007                       |         | 2007                    |   |
| ASSETS                                                                                              |   |                       |         |                    |   |
| Current                Assets:                                                                           |   |                       |         |                    |   |
| Cash                and cash equivalents                                                                 |   | $                          | 1,673,736    |                    | $      | 21,026,067 |   |
| Short-term                investments                                                                    |   |                       | 27,585,336   |                    |   | 14,011,738 |   |
| Accounts                receivable                                                                       |   |                       | 36,316       |                    |   | 58,264 |   |
| Inventory                                                                                                |   |                       | 278,206      |                    |   | 123,931 |   |
| Other                current assets                                                                      |   |                       | 481,910      |                    |   | 469,210 |   |
| Total                Current Assets                                                                 |   |                       | 30,055,504   |                    |   | 35,689,210 |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
| Property                and Equipment, Net                                                               |   |                       | 2,145,472    |                    |   | 2,137,027 |   |
| Assets                Held for Investment, Net                                                           |   |                       | 4,090,385    |                    |   | 3,693,183 |   |
| Patents,                Net                                                                              |   |                       | 4,885,300    |                    |   | 4,884,984 |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
| TOTAL                ASSETS                                                                         |   | $                          | 41,176,661   |                    | $      | 46,404,404 |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
| LIABILITIES                AND STOCKHOLDERS’ EQUITY                                           |   |                       |         |                    |   |   |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
| Current                Liabilities:                                                                      |   |                       |         |                    |   |   |   |
| Accounts                payable and accrued expenses                                                     |   | $                          | 6,913,495    |                    | $      | 7,156,709 |   |
| Deferred                revenue                                                                          |   |                       | 47,178       |                    |   | 33,314 |   |
| Current                maturities of long-term debt                                                      |   |                       | 515,179      |                    |   | 84,503 |   |
| Total                Current Liabilities                                                            |   |                       | 7,475,852    |                    |   | 7,274,526 |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
| Long-Term                Debt, Net                                                                       |   |                       | 2,974,389    |                    |   | 3,059,286 |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
| Commitments                and Contingencies                                                             |   |                       |         |                    |   |   |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
| Stockholders’                Equity:                                                               |   |                       |         |                    |   |   |   |
| Special                Voting Rights Preferred Stock, $.001 par value; authorized                        |   |                       |         |                    |   |   |   |
| 1,000                shares at October 31, 2007 and July 31, 2007; -0- shares                            |   |                       |         |                    |   |   |   |
| issued                and outstanding at October 31, 2007 and July 31, 2007                              |   |                       | —      |                    |   | — |   |
| Common                stock, $.001 par value; authorized 500,000,000 shares at                           |   |                       |         |                    |   |   |   |
| October                31, 2007 and July 31, 2007; 110,900,774 and 109,616,518                shares     |   |                       |         |                    |   |   |   |
| issued                and outstanding at October 31, 2007 and July 31, 2007,                respectively |   |                       | 110,900      |                    |   | 109,616 |   |
| Additional                paid-in capital                                                                |   |                       | 248,721,517  |                    |   | 247,079,439 |   |
| Deficit                accumulated during the development stage                                          |   |                       | (219,222,183 | )                       |   | (212,000,270 | ) |
| Accumulated                other comprehensive income                                                    |   |                       | 1,116,186    |                    |   | 881,807 |   |
| Total                Stockholders’ Equity                                                     |   |                       | 30,726,420   |                    |   | 36,070,592 |   |
|                                                                                                     |   |                       |         |                    |   |   |   |
| TOTAL                LIABILITIES AND STOCKHOLDERS’ EQUITY                                     |   | $                          | 41,176,661   |                    | $      | 46,404,404 |   |

```
The Notes to Consolidated Financial Statements are an integral part of these statements.
```

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED      STATEMENTS OF OPERATIONS**

|                                                |   |                                        |        |                                       |   | Cumulative                  From   |   |
|-----------------------------------------------------|--------|---------------------------------------------|-------------|--------------------------------------------|--------|-----------------------------------------|--------|
|                                                |   |                                        |        |                                       |   | November                  2, 1995  |   |
|                                                |   | For                  the Three Months Ended |        | (Date                  of Inception)  |   |
|                                                |   | October                  31,                |        | to                  October 31,       |   |
|                                                |   | 2007                                        |        | 2006                                       |   | 2007                               |   |
|                                                |   |                                        |        |                                       |   |                               |   |
| Revenues                                            |   | $                                           | 46,427      |                                       | $      | 139,005                                 |   | $ | 2,423,152 |   |
| Sales                  discounts                    |   |                                        | (1,714      | )                                          |   | —                                 |   |   | (3,945 | ) |
| Net                  Revenue                        |   |                                        | 44,713      |                                       |   | 139,005                                 |   |   | 2,419,207 |   |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Cost                  of Goods Sold                 |   |                                        | 19,931      |                                       |   | 31,515                                  |   |   | 81,554 |   |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Operating                  Expenses:                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Research                  and development           |   |                                        | 3,847,803   |                                       |   | 1,646,415                               |   |   | 77,304,267 |   |
| Research                  and development -         |   |                                        |        |                                       |   |                                    |   |   |   |   |
| related                  party                      |   |                                        | —     |                                       |   | —                                 |   |   | 220,218 |   |
| Selling                  and marketing              |   |                                        | 367,420     |                                       |   | 88,888                                  |   |   | 1,116,757 |   |
| General                  and administrative         |   |                                        | 3,515,920   |                                       |   | 2,352,369                               |   |   | 93,555,338 |   |
| General                  and administrative -       |   |                                        |        |                                       |   |                                    |   |   |   |   |
| related                  party                      |   |                                        | —     |                                       |   | —                                 |   |   | 314,328 |   |
| Total                  Operating Expenses      |   |                                        | 7,731,143   |                                       |   | 4,087,672                               |   |   | 172,510,908 |   |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Operating                  Loss                     |   |                                        | (7,706,361  | )                                          |   | (3,980,182                              | )      |   | (170,173,255 | ) |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Other                  Income (Expense):            |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Miscellaneous                  income (expense)     |   |                                        | —     |                                       |   | —                                 |   |   | 196,193 |   |
| Income                  from Rental Operations, net |   |                                        | 82,087      |                                       |   | 71,499                                  |   |   | 1,003,015 |   |
| Interest                  income                    |   |                                        | 460,035     |                                       |   | 603,772                                 |   |   | 6,802,493 |   |
| Interest                  expense                   |   |                                        | (57,674     | )                                          |   | (294,616                                | )      |   | (43,659,689 | ) |
| Loss                  on extinguishment of debt     |   |                                        | —     |                                       |   | (58,518                                 | )      |   | (14,134,068 | ) |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Net                  Loss Before Undernoted         |   |                                        | (7,221,913  | )                                          |   | (3,658,045                              | )      |   | (219,965,311 | ) |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Minority                  Interest Share of Loss    |   |                                        | —     |                                       |   | —                                 |   |   | 3,038,185 |   |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Net                  Loss                           |   |                                        | (7,221,913  | )                                          |   | (3,658,045                              | )      |   | (216,927,126 | ) |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Preferred                  Stock Dividend           |   |                                        | —     |                                       |   | —                                 |   |   | 2,295,057 |   |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Net                  Loss Available to Common       |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Shareholders                                        |   | $                                           | (7,221,913  | )                                          | $      | (3,658,045                              | )      | $ | (219,222,183 | ) |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Basic                  and Diluted Net Loss Per     |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Common                  Share                       |   | $                                           | (.07        | )                                          | $      | (.03                                    | )      |   |   |   |
|                                                |   |                                        |        |                                       |   |                                    |   |   |   |   |
| Weighted                  Average Number of Shares  |   |                                        |        |                                       |   |                                    |   |   |   |   |
| of                  Common Stock Outstanding        |   |                                        | 110,060,027 |                                       |   | 107,608,541                             |   |   |   |   |

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED      STATEMENTS OF CASH FLOWS**

|                                                                        |   |                                      |        |                               |   | Cumulative                From  |   |
|-----------------------------------------------------------------------------|--------|-------------------------------------------|-------------|------------------------------------|--------|---------------------------------|--------|
|                                                                        |   |                                      |        |                               |   | November                2, 1995 |   |
|                                                                        |   | For                the Three Months Ended |        | (Date                of Inception) |   |
|                                                                        |   | October                31,                |        | to                October 31,      |   |
|                                                                        |   | 2007                                      |        | 2006                               |   | 2007                            |   |
| Cash                Flows From Operating Activities:                        |   |                                 |        |                          |   |                       |   |
| Net                loss                                                     |   | $                                         | (7,221,913  | )                                  | $      | (3,658,045                      | )      | $ | (216,927,126 | ) |
| Adjustments                to reconcile net loss to net cash used           |   |                                      |        |                               |   |                            |   |   |   |   |
| in                operating activities:                                     |   |                                      |        |                               |   |                            |   |   |   |   |
| Depreciation                and amortization                                |   |                                      | 306,569     |                               |   | 288,593                         |   |   | 6,188,515 |   |
| Minority                interest share of loss                              |   |                                      | —     |                               |   | —                         |   |   | (3,038,185 | ) |
| Reduction                of notes receivable - common stock in exchange     |   |                                      |        |                               |   |                            |   |   |   |   |
| for                services rendered                                        |   |                                      | —     |                               |   | —                         |   |   | 423,882 |   |
| Write-off                of uncollectible notes receivable - common stock   |   |                                      | —     |                               |   | —                         |   |   | 391,103 |   |
| Write-off                of deferred offering costs                         |   |                                      | —     |                               |   | —                         |   |   | 3,406,196 |   |
| Write-off                of abandoned patents                               |   |                                      | —     |                               |   | 3,097                           |   |   | 171,506 |   |
| Loss                on disposal of property and equipment                   |   |                                      | —     |                               |   | —                         |   |   | 911 |   |
| Loss                on extinguishment of debt                               |   |                                      | —     |                               |   | 58,518                          |   |   | 14,134,069 |   |
| Common                stock issued as employee compensation                 |   |                                      | 910,205     |                               |   | 183,000                         |   |   | 3,203,785 |   |
| Common                stock issued for services rendered                    |   |                                      | 261,283     |                               |   | 160,639                         |   |   | 7,257,599 |   |
| Amortization                of prepaid services in conjunction with common  |   |                                      |        |                               |   |                            |   |   |   |   |
| stock                issuance                                               |   |                                      | —     |                               |   | —                         |   |   | 138,375 |   |
| Non-cash                compensation expense                                |   |                                      | —     |                               |   | —                         |   |   | 45,390 |   |
| Stock                options and warrants issued for services rendered      |   |                                      | —     |                               |   | —                         |   |   | 7,272,723 |   |
| Issuance                of warrants as additional exercise right inducement |   |                                      | —     |                               |   | —                         |   |   | 21,437,909 |   |
| Preferred                stock issued for services rendered                 |   |                                      | —     |                               |   | —                         |   |   | 100 |   |
| Treasury                stock redeemed for non-performance of services      |   |                                      | —     |                               |   | —                         |   |   | (138,000 | ) |
| Amortization                of deferred debt issuance costs and loan        |   |                                      |        |                               |   |                            |   |   |   |   |
| origination                fees                                             |   |                                      | —     |                               |   | —                         |   |   | 1,482,879 |   |
| Amortization                of discount on convertible debentures           |   |                                      | —     |                               |   | 223,319                         |   |   | 18,930,427 |   |
| Common                stock issued as interest payment on convertible       |   |                                      |        |                               |   |                            |   |   |   |   |
| debentures                                                                  |   |                                      | —     |                               |   | 10,628                          |   |   | 284,459 |   |
| Interest                on short-term advance                               |   |                                      | —     |                               |   | —                         |   |   | 22,190 |   |
| Founders’                shares transferred for services rendered     |   |                                      | —     |                               |   | —                         |   |   | 353,506 |   |
| Fees                in connection with short-term refinancing of            |   |                                      |        |                               |   |                            |   |   |   |   |
| long-term                debt                                               |   |                                      | —     |                               |   | —                         |   |   | 113,274 |   |
| Changes                in operating assets and liabilities (excluding the   |   |                                      |        |                               |   |                            |   |   |   |   |
| effects                of acquisition):                                     |   |                                      |        |                               |   |                            |   |   |   |   |
| Accounts                receivable                                     |   |                                      | 15,632      |                               |   | (97,691                         | )      |   | (41,048 | ) |
| Miscellaneous                receivables                               |   |                                      | —     |                               |   | —                         |   |   | 43,812 |   |
| Inventory                                                              |   |                                      | (130,766    | )                                  |   | (18,552                         | )      |   | (248,268 | ) |
| Other                current assets                                    |   |                                      | 47,736      |                               |   | (143,487                        | )      |   | (80,977 | ) |
| Accounts                payable and accrued expenses                   |   |                                      | 159,076     |                               |   | (601,675                        | )      |   | 11,487,191 |   |
| Deferred                revenue                                        |   |                                      | 12,824      |                               |   | —                         |   |   | 45,855 |   |
| Other,                net                                              |   |                                      | —     |                               |   | —                         |   |   | 110,317 |   |
| Net                Cash Used in Operating Activities                        |   |                                      | (5,639,354  | )                                  |   | (3,591,656                      | )      |   | (123,527,631 | ) |
|                                                                        |   |                                      |        |                               |   |                            |   |   |   |   |
| Cash                Flows From Investing Activities:                        |   |                                      |        |                               |   |                            |   |   |   |   |
| Purchase                of property and equipment                           |   |                                      | (1,575      | )                                  |   | (42,496                         | )      |   | (4,537,986 | ) |
| Costs                incurred for patents                                   |   |                                      | (81,527     | )                                  |   | (55,571                         | )      |   | (1,899,129 | ) |
| Change                in restricted cash                                    |   |                                      | —     |                               |   | —                         |   |   | 45,872 |   |
| Proceeds                from maturity of short term investments             |   |                                      | 4,181,210   |                               |   | 7,841,384                       |   |   | 162,264,019 |   |
| Purchases                of short-term investments                          |   |                                      | (17,754,808 | )                                  |   | (7,843,452                      | )      |   | (189,849,355 | ) |
| Cash                received in conjunction with merger                     |   |                                      | —     |                               |   | —                         |   |   | 82,232 |   |
| Advances                to Antigen Express, Inc.                            |   |                                      | —     |                               |   | —                         |   |   | (32,000 | ) |
| Increase                in officers’ loans receivable                 |   |                                      | —     |                               |   | —                         |   |   | (1,126,157 | ) |
| Change                in deposits                                           |   |                                      | (33,566     | )                                  |   | (170,546                        | )      |   | (736,856 | ) |
| Change                in notes receivable - common stock                    |   |                                      | —     |                               |   | —                         |   |   | (91,103 | ) |
| Change                in due from related parties                           |   |                                      | —     |                               |   | —                         |   |   | (2,222,390 | ) |
| Other,                net                                                   |   |                                      | —     |                               |   | —                         |   |   | 89,683 |   |
| Net                Cash Provided by (Used in) Investing Activities          |   |                                      | (13,690,266 | )                                  |   | (270,681                        | )      |   | (38,013,170 | ) |

----

**GENEREX        BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A        DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED        STATEMENTS OF CASH FLOWS**

|                                                                 |   |                                      |        | Cumulative                From     |   |
|----------------------------------------------------------------------|--------|-------------------------------------------|-------------|------------------------------------|--------|
|                                                                 |   |                                      |        | November                2, 1995    |   |
|                                                                 |   | For                the Three Months Ended |        | (Date                of Inception) |   |
|                                                                 |   | October                31,      |        | to                October 31,      |   |
|                                                                 |   |  2007                                |        |  2006                         |   |  2007 |   |
| Cash                Flows From Financing Activities:                 |   |                                 |        |                          |   |    |   |
| Proceeds                from short-term advance                      |   |                                      | —     |                               |   | — |   |   | 325,179 |   |
| Repayment                of short-term advance                       |   |                                      | —     |                               |   | — |   |   | (347,369 | ) |
| Proceeds                from issuance of long-term debt              |   |                                      | —     |                               |   | — |   |   | 2,005,609 |   |
| Repayment                of long-term debt                           |   |                                      | (21,500     | )                                  |   | (18,305 | ) |   | (1,873,869 | ) |
| Change                in due to related parties                      |   |                                      | —     |                               |   | — |   |   | 154,541 |   |
| Proceeds                from exercise of warrants                    |   |                                      | —     |                               |   | 125,000 |   |   | 44,015,049 |   |
| Proceeds                from exercise of stock options               |   |                                      | —     |                               |   | 153,133 |   |   | 4,554,126 |   |
| Proceeds                from minority interest investment            |   |                                      | —     |                               |   | — |   |   | 3,038,185 |   |
| Proceeds                from issuance of preferred stock             |   |                                      | —     |                               |   | — |   |   | 12,015,000 |   |
| Redemption                of SVR preferred stock                     |   |                                      | —     |                               |   | — |   |   | (100 | ) |
| Proceeds                from issuance of convertible debentures, net |   |                                      | —     |                               |   | — |   |   | 20,254,930 |   |
| Repayments                of convertible debentures                  |   |                                      | —     |                               |   | — |   |   | (635,757 | ) |
| Purchase                of treasury stock                            |   |                                      | —     |                               |   | — |   |   | (483,869 | ) |
| Proceeds                from issuance of common stock, net           |   |                                      | —     |                               |   | — |   |   | 80,283,719 |   |
| Purchase                and retirement of common stock               |   |                                      | —     |                               |   | — |   |   | (119,066 | ) |
| Net                Cash Provided by Financing Activities             |   |                                      | (21,500     | )                                  |   | 259,828 |   |   | 163,186,308 |   |
|                                                                 |   |                                      |        |                               |   |   |   |   |   |   |
| Effect                of Exchange Rates on Cash                      |   |                                      | (1,211      | )                                  |   | (2,167 | ) |   | 28,229 |   |
|                                                                 |   |                                      |        |                               |   |   |   |   |   |   |
| Net                Increase (Decrease) in Cash and Cash Equivalents  |   |                                      | (19,352,331 | )                                  |   | (3,604,676 | ) |   | 1,673,736 |   |
|                                                                 |   |                                      |        |                               |   |   |   |   |   |   |
| Cash                and Cash Equivalents, Beginning of Period        |   |                                      | 21,026,067  |                               |   | 38,208,493 |   |   | — |   |
|                                                                 |   |                                      |        |                               |   |   |   |   |   |   |
| Cash                and Cash Equivalents, End of Period              |   | $                                         | 1,673,736   |                               | $      | 34,603,817 |   | $ | 1,673,736 |   |

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

|  | **1.** | **Basis                of Presentation** |
|--|--------|------------------------------------------|

|  | **2.** | **Summary                of Significant Accounting                Policies** |
|--|--------|------------------------------------------------------------------------------|

**Reclassifications**

|  | **3.** | **Effects                of Recent Accounting                Pronouncements** |
|--|--------|-------------------------------------------------------------------------------|

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

The      Company may from time to time be assessed interest or penalties by major tax      jurisdictions, although such assessments historically have been minimal and      immaterial to our financial results. If the Company receives an assessment      for      interest and/or penalties, it would be classified in the financial statements      as      general and administrative expense.

*Fair      Value Measurements. *

|   | **4.** | **Stock-Based                Compensation** |
|--------|--------|---------------------------------------------|

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

|                                                        |   |   |      | Weighted |   | Weighted                      |   |      |   |
|-------------------------------------------------------------|--------|--------|-----------|----------|--------|-------------------------------|--------|-----------|--------|
|                                                        |   |   |      | Average  |   | Average                       |   |      |   |
|                                                        |   |   |      | Exercise |   | Remaining                     |   | Aggregate |   |
|                                                        |   |   |      | Price    |   | Contractual                   |   | Intrinsic |   |
|                                                        |   | Shares |      | Share    |   | Term                  (Years) |   | Value     |   |
|                                                        |   |   |      |     |   |                          |   |      |   |
| Outstanding,                  August 1, 2007                |   |   | 7,962,638 |     | $      | 0.94                          |   |      |   |   |   |   |   |
| Granted                                                     |   |   | —   |     | $      | —                       |   |      |   |   |   |   |   |
| Forfeited                  or expired                       |   |   | —   |     | $      | —                       |   |      |   |   |   |   |   |
| Exercised                                                   |   |   | —   |     | $      | —                       |   |      |   |   |   |   |   |
| Outstanding,                  October 31, 2007              |   |   | 7,962,638 |     | $      | 0.94                          |   |      | 1.59   |   | $ | 5,521,979 |   |
| Exercisable,                  October 31, 2007              |   |   | 7,962,638 |     | $      | 0.94                          |   |      | 1.59   |   | $ | 5,521,979 |   |
| Grant                  Date Fair Value of Cancelled Options |   |   |      |     |   |                          |   |      |   |   | $ | n/a |   |
| Total                  Intrinsic Value of Options Exercised |   |   |      |     |   |                          |   |      |   |   | $ | n/a |   |

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

|                                                |   |                       |     | Weighted                    |   |
|-----------------------------------------------------|--------|----------------------------|----------|-----------------------------|--------|
|                                                |   |                       |     | Average                     |   |
|                                                |   |                       |     | Grant                  Date |   |
|                                                |   | Number                  of |     | Fair                        |   |
|                                                |   | Shares                     |     | Value                       |   |
|                                                |   |                       |     |                        |   |
| Non-vested                  stock, August 1, 2007   |   |                       | —  |                        | $      | — |   |
| Granted                                             |   |                       | 550,000  |                        |   | 1.51 |   |
| Vested                                              |   |                       | (312,500 | )                           |   | 1.51 |   |
| Forfeited                                           |   |                       | —  |                        |   | — |   |
| Non-vested                  stock, October 31, 2007 |   |                       | 237,500  |                        | $      | 1.51 |   |

|   | **5.** | **Comprehensive                Income/(Loss)** |
|--------|--------|------------------------------------------------|

|   | **6.** | **Accounts                Payable and Accrued                Expenses** |
|--------|--------|-------------------------------------------------------------------------|

|                                    |   | October                31, |      | July                31, |   |
|-----------------------------------------|--------|----------------------------|-----------|-------------------------|--------|
|                                    |   | 2007                       |      | 2007                    |   |
|                                    |   |                       |      |                    |   |
| Accounts                Payable         |   | $                          | 2,615,729 |                    | $      | 1,791,080 |   |
| Research                and Development |   |                       | 1,954,176 |                    |   | 1,956,049 |   |
| Executive                Compensation   |   |                       | 1,713,560 |                    |   | 2,252,978 |   |
| Financial                Services       |   |                       | 630,030   |                    |   | 1,156,602 |   |
| Total                                   |   | $                          | 6,913,495 |                    | $      | 7,156,709 |   |

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

|   | **7.** | **Pending                Litigation** |
|--------|--------|---------------------------------------|

|   | **8.** | **Net                Loss Per Share** |
|--------|--------|---------------------------------------|

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

|   | **9.** | **Supplemental                Disclosure of Cash Flow                Information** |
|--------|--------|------------------------------------------------------------------------------------|

|                                                                        |   | For                  the Three Months Ended |    |
|-----------------------------------------------------------------------------|--------|---------------------------------------------|---------|
|                                                                        |   | October                  31,                |    |
|                                                                        |   | 2007                                        |    | 2006 |   |
| Cash                  paid during the period for:                           |   |                                        |    |   |   |
| Interest                                                                    |   | $                                           | 57,673  |   | $ | 56,265 |   |
| Income                  taxes                                               |   | $                                           | — |   | $ | — |   |
|                                                                        |   |                                        |    |   |   |   |   |
| Disclosure                  of non-cash investing and financing activities: |   |                                        |    |   |   |   |   |
| Issuance                  of common stock in conjunction with convertible   |   |                                        |    |   |   |   |   |
| debenture                  conversion                                       |   | $                                           | — |   | $ | 230,769 |   |
| Issuance                  of common stock as satisfaction of accrued        |   |                                        |    |   |   |   |   |
| executive                  compensation                                     |   | $                                           | 471,875 |   | $ | — |   |

|   | **10.** | **Stockholders’                Equity** |
|--------|---------|-----------------------------------------------|

|                                              |   |                              |      |    |   | Additional          |   | Total  |      |
|---------------------------------------------------|--------|-----------------------------------|-----------|---------|--------|---------------------|--------|--------|-----------|
|                                              |   |  Common                Stock |      | Paid-In |   | Stockholders’ |   |
|                                              |   | Shares                            |      | Amount  |   | Capital             |   | Equity |      |
|                                              |   |                              |      |    |   |                |   |   |      |
| Issuance                for Services              |   |                              | 171,684   |    | $      | 172                 |   | $      | 261,111   |   | $ | 261,283 |   |
| Issuance                as Employee Compensation  |   |                              | 562,542   |    |   | 563                 |   |   | 853,607   |   |   | 854,170 |   |
| Issuance                as Executive Compensation |   |                              | 550,000   |    |   | 550                 |   |   | (550      | ) |   | — |   |
| Stock-based                Executive Compensation |   |                              | —   |    |   | —             |   |   | 56,035    |   |   | 56,035 |   |
| Satisfaction                of Accrued Executive  |   |                              |      |    |   |                |   |   |      |   |   |   |   |
| Compensation                                      |   |                              | —   |    |   | —             |   |   | 471,875   |   |   | 471,875 |   |
| Total                                             |   |                              | 1,284,226 |    | $      | 1,285               |   | $      | 1,642,078 |   | $ | 1,643,363 |   |

----

**Item      2. Management's Discussion and Analysis of Financial Condition and Results      of      Operations**

*Part      I, Item 1A - Risk Factors*
*Part      II, Item 8 - Financial Statements and Supplementary Data*
*Part      I, Item 1 - Financial Statements*
*Part      II, Item 1A- Risk Factors *

**Forward-Looking      Statements**

*Item      2. Management's Discussion and Analysis of Financial Condition and Results      of      Operations*

|   | · | our                expectations concerning product candidates for our                technologies;                                                                                                                                           |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                         |
|   | · | our                expectations concerning existing or potential development and license                agreements for third-party collaborations and joint                ventures;                                                         |
|   |   |                                                                                                                                                                                                                                         |
|   | · | our                expectations of when different phases of clinical activity may                commence;                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                         |
|   | · | our                expectations of when regulatory submissions may be filed or when                regulatory approvals may be received; and                                                                                                 |
|   |   |                                                                                                                                                                                                                                         |
|   | · | our                expectations of when commercial manufacture and commercial sales                of our                products may commence and when actual revenue from the product sales                may                be received. |

|   | · | the                inherent uncertainties of product development based on our new and                as yet                not fully proven technologies;                                                           |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                |
|   | · | the                risks and uncertainties regarding the actual effect on humans of                seemingly                safe and efficacious formulations and treatments when tested                clinically; |
|   |   |                                                                                                                                                                                                                |
|   | · | the                inherent uncertainties associated with clinical trials of product                candidates;                                                                                                     |
|   |   |                                                                                                                                                                                                                |
|   | · | the                inherent uncertainties associated with the process of obtaining regulatory                approval to market product candidates;                                                                 |
|   |   |                                                                                                                                                                                                                |
|   | · | the                inherent uncertainties associated with commercialization of products                that                have received regulatory approval;                and                                    |

|   | · | our                ability to obtain the necessary financing to fund our                operations. |
|--------|--------|-----------------------------------------------------------------------------------------------------|

----

*Part      I, Item 1A Risk Factors*
*Part      II, Item 1A. Risk Factors*

**Executive      Summary**

***About      the Company***

***Strategy***

*Generex      Oral-lynTM*

----

*Buccal      Glucose and Energy Products - Glucose RapidSprayTM, BaBOOM! TM Energy Spray and      GlucoBreakTM *

*Metformin      Gum Product/Strategic Alliance*

*Immunomedicine      Technology and Products*

----

*Financing*

**Accounting      for Research and Development Projects**

----

**Results      of Operations **

**Three      Months Ended October 31, 2007 Compared to Three Months Ended October 31,      2006**

----

**Developments**

**Financial      Condition, Liquidity and Resources**

| ***Date                Issued***  |   | ***Aggregate******No.                of******Shares*** ***Unexercised*** |      | ***Exercise                Price**** |   | ***Exercise                Date*** |   | ***Expiration                Date*** |                             |
|-----------------------------------|--------|-------------------------------------------------------------------------------|-----------|--------------------------------------|--------|------------------------------------|--------|--------------------------------------|----------------------------------|
| January                23, 2006   |   |                                                                          | 622,226   |                                 | $      | 1.60                               |   |                                 | June                2, 2006      |   |   | July                22, 2011 |   |
| February                27, 2006  |   |                                                                          | 4,770,617 |                                 | $      | 3.00                               |   |                                 | August                27, 2006   |   |   | August                27, 2011 |   |
| February.                28, 2006 |   |                                                                          | 172,120   |                                 | $      | 1.25                               |   |                                 | August                31, 2006   |   |   | August                31, 2011 |   |
| March                1, 2006      |   |                                                                          | 800,000   |                                 | $      | 3.00                               |   |                                 | September                6, 2006 |   |   | September                6, 2011 |   |
| June                1, 2006       |   |                                                                          | 2,560,980 |                                 | $      | 2.45                               |   |                                 | June                1, 2006      |   |   | June                1, 2011 |   |
| June                2, 2006       |   |                                                                          | 3,273,144 |                                 | $      | 2.35                               |   |                                 | June                2, 2006      |   |   | June                2, 2011 |   |

**subject      to anti-dilution adjustments upon issuance of securities at a price per share      of      common stock less than the then applicable exercise price or the market price      of      our common stock at that time, whichever is lower*

----

**Critical      Accounting Policies**

**Off-Balance      Sheet Arrangements **

**Contractual      Obligations **

|                                                                                                             |   | **Payments                Due by Period**  |      |
|------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|-----------|
| **Contractual                Obligations**                                                                       |   | **Total**                                       |      | **Less                than****1                year** |   | **1-3                years** |   | **3-5                years** |   | **More                than****5                years** |   |
| Long-Term                Debt Obligations                                                                        |   |                                            | 3,489,568 |   |   | 515,179 |   |   | 2,251,629 |   |   | 722,761 |   |   | 0 |   |
| Capital                Lease Obligations                                                                         |   |                                            | 0         |   |   | 0 |   |   | 0 |   |   | 0 |   |   | 0 |   |
| Operating                Lease Obligations                                                                       |   |                                            | 565,962   |   |   | 116,547 |   |   | 264,348 |   |   | 184,512 |   |   | 555 |   |
| Purchase                Obligations                                                                              |   |                                            | 0         |   |   | 0 |   |   | 0 |   |   | 0 |   |   | 0 |   |
| Other                Long-Term Liabilities Reflected on the Registrant's                Balance Sheet under GAAP |   |                                            | 0         |   |   | 0 |   |   | 0 |   |   | 0 |   |   | 0 |   |
| Total                                                                                                            |   | $                                               | 4,055,530 |   | $ | 631,725 |   | $ | 2,515,977 |   | $ | 907,273 |   | $ | 555 |   |

----

**Certain      Relationships and Related Transactions**

*Related      Transactions*

*Real      Estate Transactions*

----

*Legal      Fees*

*Consulting      Fees*

**New      Accounting Pronouncements**

**Item      3. Quantitative and Qualitative Disclosures About Market      Risk.**

----

| Loan                Amount |   | Interest                Rateper                Annum |    |
|----------------------------|--------|------------------------------------------------------|---------|
| 489,567                    |   |                                                 | 6.82    | % |
| 303,543                    |   |                                                 | 6.82    | % |
| 741,239                    |   |                                                 | 7.60    | % |
| 419,120                    |   |                                                 | 8.50    | % |
| 232,557                    |   |                                                 | 10      | % |
| 1,303,542                  |   |                                                 | 6.07    | % |
| *3,489,568*                |   |                                                 | *Total* |   |

**Item      4. Controls and Procedures.**

*Evaluation      of disclosure controls and procedures*

*Changes      in internal control over financial reporting*

**PART      II - OTHER INFORMATION**

**Item      1. Legal Proceedings.**

*Shemano      Group, Inc*

----

**Item      1A. Risk Factors.**

*Part      I, Item 1A - Risk Factors*

***Risks      Related to Our Financial Condition***

***We      have a history of losses and will incur additional      losses.***

***Risks      Related to Our Technologies***

***With      the exception of Generex Oral-lynTM, Glucose RapidSprayTM, BaBOOM! TM Energy Spray      and GlucoBreakTM, our technologies and products are at an early stage of      development and we cannot expect revenues in respect thereof in the foreseeable      future.***

----

***Until      we receive regulatory approval to sell our pharmaceutical products in additional      countries, our ability to generate revenues from operations may be limited      and      those revenues may be insufficient to sustain operations. Many factors impact      our ability to obtain approvals for commercially viable      products.***

***Risks      Related to Marketing of Our Potential Products***

***We      may not be able to compete with treatments now being marketed and developed,      or      which may be developed and marketed in the future by other      companies.***

----

**Item.      2. Unregistered Sales of Equity Securities and Use of      Proceeds.**

*Unregistered      Sales of Equity Securities*

*Issuer      Purchases of Equity Securities*

----

**Item      3. Defaults Upon Senior Securities.**

**Item      4. Submission of Matters to a Vote of Security Holders.**

**Item      5. Other Information.**

*Item      2 - Unregistered Sales of Equity Securities and Use of Proceeds*
*Unregistered      Sales of Equity Securities*

**Item      6. Exhibits.**

| **Exhibit****Number**  |   | **Description                of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2                           |   | Agreement                and Plan of Merger among Generex Biotechnology Corporation, Antigen                Express, Inc. and AGEXP Acquisition Inc. (incorporated by reference                to                Exhibit 2.1 to Generex Biotechnology Corporation’s Current Report on Form                8-K filed on August 15, 2003)                                                                                                                                                                                                                                                    |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3(i)                        |   | Restated                Certificate of Incorporation of Generex Biotechnology Corporation                (incorporated by reference to Exhibit 3(II) to Generex Biotechnology                Corporation’s Report on Form 10-Q filed on June 19,                2006)                                                                                                                                                                                                                                                                                                                      |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3(ii)                       |   | Amended                and Restated Bylaws of Generex Biotechnology Corporation (incorporated                by                reference to Exhibit 3(ii) to Generex Biotechnology Corporation’s Report                on Form 8-K filed on December 5, 2007)                                                                                                                                                                                                                                                                                                                              |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.1                         |   | Form                of Common Stock Certificate (incorporated by reference to Exhibit                4.1 to                Generex Biotechnology Corporation’s Registration Statement on Form S-1                (File No. 333-82667) filed on July 12, 1999)                                                                                                                                                                                                                                                                                                                              |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.2.1                       |   | Form                of Securities Purchase Agreement entered into with Cranshire Capital,                L.P.; Gryphon Partners, L.P.; Langley Partners, L.P.; Lakeshore Capital,                Ltd.; LH Financial; Omicron Capital; Photon Fund, Ltd.; Howard Todd                Horberg and Vertical Ventures, LLC dated May 29, 2003 (incorporated                by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 10-Q/A for the quarter ended April 30, 2003 filed on August                13,                2003) |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.2.2                       |   | Form                of Registration Rights Agreement entered into with Cranshire Capital,                L.P.; Gryphon Partners, L.P.; Langley Partners, L.P.; Lakeshore Capital,                Ltd.; LH Financial; Omicron Capital; Photon Fund, Ltd.; Howard Todd                Horberg and Vertical Ventures, LLC dated May 29, 2003 (incorporated                by                reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on                Form 10-Q/A for the quarter ended April 30, 2003 filed on August                13,                2003) |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.2.3                       |   | Form                of Warrant granted to Cranshire Capital, L.P.; Gryphon Partners,                L.P.;                Langley Partners, L.P.; Lakeshore Capital, Ltd.; LH Financial; Omicron                Capital; Photon Fund, Ltd.; Howard Todd Horberg and Vertical Ventures,                LLC                dated May 29, 2003 (incorporated by reference to Exhibit 4.3 to Generex                Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended                April 30, 2003 filed on August 13, 2003)                                             |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3                         |   | Form                of replacement Warrant issued to warrant holders exercising at reduced                exercise price in May and June 2003 (incorporated by reference to                Exhibit                4.13.7 to Generex Biotechnology Corporation’s Report on Form 10-K for the                period ended July 31, 2003 filed on October 29, 2003)                                                                                                                                                                                                                           |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.1                       |   | Securities                Purchase Agreement, dated December 19, 2003, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K/A filed on March 24, 2004)                                                                                                                                                                                                                                           |

----

| 4.4.2  |   | Registration                Rights Agreement, dated December 19, 2003, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on                Form 8-K/A filed on March 24, 2004) |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.4.3  |   | Form                of Warrant issued in connection with Exhibit 4.4.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K/A filed on March 24, 2004)                                                                                               |

| 4.4.4  |   | Form                of Additional Investment Right issued in connection with Exhibit                4.4.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K/A filed on March 24,                2004)                                                                                              |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.5.1  |   | Securities                Purchase Agreement, dated January 7, 2004, by and between Generex                Biotechnology Corporation and ICN Capital Limited (incorporated by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.5.2  |   | Registration                Rights Agreement, dated January 7, 2004, by and between Generex                Biotechnology Corporation and ICN Capital Limited (incorporated by                reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.5.3  |   | Warrant                issued in connection with Exhibit 4.5.1 (incorporated by reference                to                Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.5.4  |   | Additional                Investment Right issued in connection with Exhibit 4.5.1 (incorporated                by                reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.6.1  |   | Securities                Purchase Agreement, dated January 9, 2004, by and between Generex                Biotechnology Corporation and Vertical Ventures, LLC (incorporated                by                reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.6.2  |   | Registration                Rights Agreement, dated January 9, 2004, by and between Generex                Biotechnology Corporation and Vertical Ventures, LLC (incorporated                by                reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.6.3  |   | Warrant                issued in connection with Exhibit 4.6.1 (incorporated by reference                to                Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.6.4  |   | Additional                Investment Right issued in connection with Exhibit 4.6.1 (incorporated                by                reference to Exhibit 4.8 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.1  |   | Securities                Purchase Agreement, dated February 6, 2004, by and between Generex                Biotechnology Corporation and Alexandra Global Master Fund, Ltd.                (incorporated by reference to Exhibit 4.9 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1,                2004)                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.2  |   | Registration                Rights Agreement, dated February 6, 2004, by and between Generex                Biotechnology Corporation and Alexandra Global Master Fund, Ltd.                (incorporated by reference to Exhibit 4.10 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1,                2004)                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.3  |   | Warrant                issued in connection with Exhibit 4.7.1 (incorporated by reference                to                Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.4  |   | Additional                Investment Right issued in connection with Exhibit 4.7.1 (incorporated                by                reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.5  |   | Escrow                Agreement, dated February 26, 2004, by and among Generex Biotechnology                Corporation, Eckert Seamans Cherin & Mellott, LLC and Alexandra Global                Master Fund, Ltd. (incorporated by reference to Exhibit 4.13 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on March 1,                2004) |

----

| 4.8.1  |   | Securities                Purchase Agreement, dated February 11, 2004, by and between Generex                Biotechnology Corporation and Michael Sourlis (incorporated by reference                to Exhibit 4.14 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                             |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.8.2  |   | Registration                Rights Agreement, dated February 11, 2004, by and between Generex                Biotechnology Corporation and Michael Sourlis (incorporated by reference                to Exhibit 4.15 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.8.3  |   | Additional                Investment Right issued in connection with Exhibit 4.8.1 (incorporated                by                reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.9.1  |   | Securities                Purchase Agreement, dated February 13, 2004, by and between Generex                Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated                by                reference to Exhibit 4.18 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)         |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.9.2  |   | Registration                Rights Agreement, dated February 13, 2004, by and between Generex                Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated                by                reference to Exhibit 4.19 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)         |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.9.3  |   | Warrant                issued in connection with Exhibit 4.9.1 (incorporated by reference                to                Exhibit 4.20 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.9.4  |   | Additional                Investment Right issued in connection with Exhibit 4.9.1 (incorporated                by                reference to Exhibit 4.21 Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.10.1 |   | Securities                Purchase Agreement, dated June 23, 2004, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on July 14, 2004)         |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.10.2 |   | Registration                Rights Agreement, dated June 23, 2004, by and among Generex Biotechnology                Corporation and the investors (incorporated by reference to Exhibit                4.2 to                Generex Biotechnology Corporation’s Report on Form 8-K filed on July 14,                2004)                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.10.3 |   | Form                of Warrant issued in connection with Exhibit 4.10.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on July 14, 2004)                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.10.4 |   | Form                of Additional Investment Right issued in connection Exhibit 4.10.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on July 14,                2004)                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.11.1 |   | Securities                Purchase Agreement, dated November 10, 2004, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on November 12, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.11.2 |   | Form                of 6% Secured Convertible Debenture issued in connection with Exhibit                4.11.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.11.3 |   | Registration                Rights Agreement, dated November 10, 2004, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on November 12, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.11.4 |   | Form                of Voting Agreement entered into in connection with Exhibit 4.11.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                               |

----

| 4.12   |   | Warrant                issued to The Aethena Group, LLC on April 28, 2005 (incorporated                by                reference to Exhibit 4.20 to Generex Biotechnology Corporation’s Quarterly                Report on Form 10-Q filed on June 14, 2005)                                                                                                                                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.13.1 |   | Amendment                No. 4 to Securities Purchase Agreement and Registration Rights Agreement                entered into by and between Generex Biotechnology Corporation and                the                Purchasers listed on the signature pages thereto on January 19, 2006                (incorporated by reference herein to Exhibit 4.1 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on January 20,                2006) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.13.2 |   | Form                of Additional AIRs issued in connection with Exhibit 4.13.1 (incorporated                by reference herein to Exhibit 4.4 to Generex Biotechnology Corporation’s                Report on Form 8-K filed on January 20, 2006)                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.14   |   | Form                of Warrant issued by Generex Biotechnology Corporation on January                23, 2006                (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on January 24,                2006)                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.1 |   | Agreement                to Amend Warrants between Generex Biotechnology Corporation and Cranshire                Capital L.P. dated February 27, 2006 (incorporated by reference to                Exhibit                4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.2 |   | Agreement                to Amend Warrants between Generex Biotechnology Corporation and Omicron                Master Trust dated February 27, 2006 (incorporated by reference to                Exhibit                4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.3 |   | Agreement                to Amend Warrants between Generex Biotechnology Corporation and Iroquois                Capital L.P. dated February 27, 2006 (incorporated by reference to                Exhibit                4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.4 |   | Agreement                to Amend Warrants between Generex Biotechnology Corporation and Smithfield                Fiduciary LLC dated February 27, 2006 (incorporated by reference                to                Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on February 28, 2006).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.5 |   | Form                of Warrant issued by Generex Biotechnology Corporation on February                27,                2006 (incorporated by reference to Exhibit 4.26 to Generex Biotechnology                Corporation’s Report on Form 10-K filed on October 16,                2006)                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.16.1 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Cranshire Capital, L.P. dated February 28, 2006                (incorporated by reference to Exhibit 4.1 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1, 2006).                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.16.2 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Omicron Master Trust dated February 28, 2006 (incorporated                by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on March 1, 2006).                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.16.3 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Iroquois Capital LP dated February 28, 2006 (incorporated                by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on March 1, 2006).                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.16.4 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Smithfield Fiduciary LLC dated February 28, 2006                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1, 2006).                                                                                                                                       |

| 4.16.5 |   | Form                of Additional AIR Debenture issued by Generex Biotechnology Corporation                on                February 28, 2006 (incorporated by reference to Exhibit 4.31 to Generex                Biotechnology Corporation’s Report on Form 10-K filed on October 16,                2006) |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| 4.16.6 |   | Form                of Additional AIR Warrant issued by Generex Biotechnology Corporation                on                February 28, 2006 (incorporated by reference to Exhibit 4.32 to Generex                Biotechnology Corporation’s Report on Form 10-K filed on October 16,                2006)                                                                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.17.1 |   | Form                of Agreement to Amend Warrants between Generex Biotechnology Corporation                and the Investors dated March 6, 2006 (incorporated by reference                to                Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 7, 2006).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.17.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on March 6,                2006                (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 7,                2006)                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.18   |   | Warrant                issued by Generex Biotechnology Corporation on April 17, 2006 to                Zapfe                Holdings, Inc. (incorporated by reference to Exhibit 4.33 to Generex                Biotechnology Corporation’s Report on Form 10-Q filed on June 14,                2006)                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.19   |   | Form                of Warrant issued by Generex Biotechnology Corporation on April 17,                2006                to certain employees (incorporated by reference to Exhibit 4.34 to                Generex                Biotechnology Corporation’s Report on Form 10-Q filed on June 14,                2006).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.20.1 |   | Securities                Purchase Agreement entered into by and between Generex Biotechnology                Corporation and four Investors on June 1, 2006 (incorporated by reference                to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on June 2, 2006)                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.20.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006                (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on June 2, 2006)                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.21.1 |   | Form                of Amendment to Outstanding Warrants (incorporated by reference to                Exhibit                4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                June 2, 2006)                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.21.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006 in                connection with Exhibit 4.39 (incorporated by reference to Exhibit                4.4 to                Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2,                2006)                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 9      |   | Form                of Voting Agreement entered into in connection with Exhibit 4.11.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1   |   | Form                of Restricted Stock Agreement for awards to executive officers of                Generex                Biotechnology Corporation under the Generex Biotechnology Corporation                2006                Stock Plan (incorporated by reference to Exhibit 10.1 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on August 23,                2007) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.2   |   | Summary                of Annual Base Salaries of Executive Officers of Generex Biotechnology                Corporation (incorporated by reference to Exhibit 10.2 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on August 23,                2007)                                                                                                                        |

| 10.3   |   | Summary                of Compensation of the Directors of Generex Biotechnology Corporation                (incorporated by reference to Exhibit 10.27 to Generex Biotechnology                Corporation’s Report on Form 10-K filed on October 15,                2007) |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                              |
| 31.1   |   | Certification                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                              |
| 31.2   |   | Certification                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                              |
| 32     |   | Certification                of Chief Executive Officer and Chief Financial Officer pursuant to                Section                906 of the Sarbanes-Oxley Act of                2002                                                                                        |

| (1) | In                the case of incorporation by reference to documents filed by the                Registrant under the Exchange Act, the Registrant’s file number under the                Exchange Act is 000-25169. |   |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|

----

**SIGNATURES**

|                                   |                                                             |                                    |
|----------------------------------------|------------------------------------------------------------------|-----------------------------------------|
|                                   | **GENEREX                BIOTECHNOLOGY CORPORATION**(Registrant) |
|                              |                                                        |                               |
| Date:                December 07, 2007 | By:                                                    | /s/ Anna                E. Gluskin |
|                                   | Anna                E. Gluskin                                   |
|                                   | President                and Chief Executive Officer             |

|                                   |                                   |                                  |
|----------------------------------------|----------------------------------------|---------------------------------------|
| Date:                December 07, 2007 | By:                          | /s/ Rose                C. Perri |
|                                   | Rose                C. Perri           |
|                                   | Chief                Financial Officer |

**Generex      Biotechnology Corporation**

| **Exhibit****Number**  |   | **Description                of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2                           |   | Agreement                and Plan of Merger among Generex Biotechnology Corporation, Antigen                Express, Inc. and AGEXP Acquisition Inc. (incorporated by reference                to                Exhibit 2.1 to Generex Biotechnology Corporation’s Current Report on Form                8-K filed on August 15, 2003)                                                                                                                                                                                                                                                    |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3(i)                        |   | Restated                Certificate of Incorporation of Generex Biotechnology Corporation                (incorporated by reference to Exhibit 3(II) to Generex Biotechnology                Corporation’s Report on Form 10-Q filed on June 19,                2006)                                                                                                                                                                                                                                                                                                                      |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3(ii)                       |   | Amended                and Restated Bylaws of Generex Biotechnology Corporation (incorporated                by                reference to Exhibit 3(ii) to Generex Biotechnology Corporation’s Report                on Form 8-K filed on December 5, 2007)                                                                                                                                                                                                                                                                                                                              |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.1                         |   | Form                of Common Stock Certificate (incorporated by reference to Exhibit                4.1 to                Generex Biotechnology Corporation’s Registration Statement on Form S-1                (File No. 333-82667) filed on July 12, 1999)                                                                                                                                                                                                                                                                                                                              |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.2.1                       |   | Form                of Securities Purchase Agreement entered into with Cranshire Capital,                L.P.; Gryphon Partners, L.P.; Langley Partners, L.P.; Lakeshore Capital,                Ltd.; LH Financial; Omicron Capital; Photon Fund, Ltd.; Howard Todd                Horberg and Vertical Ventures, LLC dated May 29, 2003 (incorporated                by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 10-Q/A for the quarter ended April 30, 2003 filed on August                13,                2003) |

----

| 4.2.2  |   | Form                of Registration Rights Agreement entered into with Cranshire Capital,                L.P.; Gryphon Partners, L.P.; Langley Partners, L.P.; Lakeshore Capital,                Ltd.; LH Financial; Omicron Capital; Photon Fund, Ltd.; Howard Todd                Horberg and Vertical Ventures, LLC dated May 29, 2003 (incorporated                by                reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on                Form 10-Q/A for the quarter ended April 30, 2003 filed on August                13,                2003) |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.2.3  |   | Form                of Warrant granted to Cranshire Capital, L.P.; Gryphon Partners,                L.P.;                Langley Partners, L.P.; Lakeshore Capital, Ltd.; LH Financial; Omicron                Capital; Photon Fund, Ltd.; Howard Todd Horberg and Vertical Ventures,                LLC                dated May 29, 2003 (incorporated by reference to Exhibit 4.3 to Generex                Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended                April 30, 2003 filed on August 13, 2003)                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3    |   | Form                of replacement Warrant issued to warrant holders exercising at reduced                exercise price in May and June 2003 (incorporated by reference to                Exhibit                4.13.7 to Generex Biotechnology Corporation’s Report on Form 10-K for the                period ended July 31, 2003 filed on October 29, 2003)                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.1  |   | Securities                Purchase Agreement, dated December 19, 2003, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K/A filed on March 24, 2004)                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.2  |   | Registration                Rights Agreement, dated December 19, 2003, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on                Form 8-K/A filed on March 24, 2004)                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.3  |   | Form                of Warrant issued in connection with Exhibit 4.4.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K/A filed on March 24, 2004)                                                                                                                                                                                                                                                                                                                                         |

| 4.4.4  |   | Form                of Additional Investment Right issued in connection with Exhibit                4.4.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K/A filed on March 24,                2004)                                                    |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                           |
| 4.5.1  |   | Securities                Purchase Agreement, dated January 7, 2004, by and between Generex                Biotechnology Corporation and ICN Capital Limited (incorporated by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                   |
|   |   |                                                                                                                                                                                                                                                                                                                                           |
| 4.5.2  |   | Registration                Rights Agreement, dated January 7, 2004, by and between Generex                Biotechnology Corporation and ICN Capital Limited (incorporated by                reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                   |
|   |   |                                                                                                                                                                                                                                                                                                                                           |
| 4.5.3  |   | Warrant                issued in connection with Exhibit 4.5.1 (incorporated by reference                to                Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                           |
| 4.5.4  |   | Additional                Investment Right issued in connection with Exhibit 4.5.1 (incorporated                by                reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                           |
| 4.6.1  |   | Securities                Purchase Agreement, dated January 9, 2004, by and between Generex                Biotechnology Corporation and Vertical Ventures, LLC (incorporated                by                reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                           |
| 4.6.2  |   | Registration                Rights Agreement, dated January 9, 2004, by and between Generex                Biotechnology Corporation and Vertical Ventures, LLC (incorporated                by                reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                           |
| 4.6.3  |   | Warrant                issued in connection with Exhibit 4.6.1 (incorporated by reference                to                Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                  |

----

| 4.6.4  |   | Additional                Investment Right issued in connection with Exhibit 4.6.1 (incorporated                by                reference to Exhibit 4.8 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                        |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.1  |   | Securities                Purchase Agreement, dated February 6, 2004, by and between Generex                Biotechnology Corporation and Alexandra Global Master Fund, Ltd.                (incorporated by reference to Exhibit 4.9 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1,                2004)                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.2  |   | Registration                Rights Agreement, dated February 6, 2004, by and between Generex                Biotechnology Corporation and Alexandra Global Master Fund, Ltd.                (incorporated by reference to Exhibit 4.10 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1,                2004)                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.3  |   | Warrant                issued in connection with Exhibit 4.7.1 (incorporated by reference                to                Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.4  |   | Additional                Investment Right issued in connection with Exhibit 4.7.1 (incorporated                by                reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.7.5  |   | Escrow                Agreement, dated February 26, 2004, by and among Generex Biotechnology                Corporation, Eckert Seamans Cherin & Mellott, LLC and Alexandra Global                Master Fund, Ltd. (incorporated by reference to Exhibit 4.13 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on March 1,                2004) |

| 4.8.1  |   | Securities                Purchase Agreement, dated February 11, 2004, by and between Generex                Biotechnology Corporation and Michael Sourlis (incorporated by reference                to Exhibit 4.14 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                     |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                            |
| 4.8.2  |   | Registration                Rights Agreement, dated February 11, 2004, by and between Generex                Biotechnology Corporation and Michael Sourlis (incorporated by reference                to Exhibit 4.15 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                     |
|   |   |                                                                                                                                                                                                                                                                                                                                            |
| 4.8.3  |   | Additional                Investment Right issued in connection with Exhibit 4.8.1 (incorporated                by                reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                            |
| 4.9.1  |   | Securities                Purchase Agreement, dated February 13, 2004, by and between Generex                Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated                by                reference to Exhibit 4.18 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                            |
| 4.9.2  |   | Registration                Rights Agreement, dated February 13, 2004, by and between Generex                Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated                by                reference to Exhibit 4.19 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                            |
| 4.9.3  |   | Warrant                issued in connection with Exhibit 4.9.1 (incorporated by reference                to                Exhibit 4.20 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                            |
| 4.9.4  |   | Additional                Investment Right issued in connection with Exhibit 4.9.1 (incorporated                by                reference to Exhibit 4.21 Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                            |
| 4.10.1 |   | Securities                Purchase Agreement, dated June 23, 2004, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on July 14, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                            |
| 4.10.2 |   | Registration                Rights Agreement, dated June 23, 2004, by and among Generex Biotechnology                Corporation and the investors (incorporated by reference to Exhibit                4.2 to                Generex Biotechnology Corporation’s Report on Form 8-K filed on July 14,                2004)               |

----

| 4.10.3 |   | Form                of Warrant issued in connection with Exhibit 4.10.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on July 14, 2004)                                                                                                  |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.10.4 |   | Form                of Additional Investment Right issued in connection Exhibit 4.10.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on July 14,                2004)                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.11.1 |   | Securities                Purchase Agreement, dated November 10, 2004, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on November 12, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.11.2 |   | Form                of 6% Secured Convertible Debenture issued in connection with Exhibit                4.11.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.11.3 |   | Registration                Rights Agreement, dated November 10, 2004, by and among Generex                Biotechnology Corporation and the investors named therein (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on November 12, 2004) |
|   |   |                                                                                                                                                                                                                                                                                                                                                    |
| 4.11.4 |   | Form                of Voting Agreement entered into in connection with Exhibit 4.11.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                               |

| 4.12   |   | Warrant                issued to The Aethena Group, LLC on April 28, 2005 (incorporated                by                reference to Exhibit 4.20 to Generex Biotechnology Corporation’s Quarterly                Report on Form 10-Q filed on June 14, 2005)                                                                                                                                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.13.1 |   | Amendment                No. 4 to Securities Purchase Agreement and Registration Rights Agreement                entered into by and between Generex Biotechnology Corporation and                the                Purchasers listed on the signature pages thereto on January 19, 2006                (incorporated by reference herein to Exhibit 4.1 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on January 20,                2006) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.13.2 |   | Form                of Additional AIRs issued in connection with Exhibit 4.13.1 (incorporated                by reference herein to Exhibit 4.4 to Generex Biotechnology Corporation’s                Report on Form 8-K filed on January 20, 2006)                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.14   |   | Form                of Warrant issued by Generex Biotechnology Corporation on January                23, 2006                (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on January 24,                2006)                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.1 |   | Agreement                to Amend Warrants between Generex Biotechnology Corporation and Cranshire                Capital L.P. dated February 27, 2006 (incorporated by reference to                Exhibit                4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.2 |   | Agreement                to Amend Warrants between Generex Biotechnology Corporation and Omicron                Master Trust dated February 27, 2006 (incorporated by reference to                Exhibit                4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.3 |   | Agreement                to Amend Warrants between Generex Biotechnology Corporation and Iroquois                Capital L.P. dated February 27, 2006 (incorporated by reference to                Exhibit                4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.4 |   | Agreement                to Amend Warrants between Generex Biotechnology Corporation and Smithfield                Fiduciary LLC dated February 27, 2006 (incorporated by reference                to                Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on February 28, 2006).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15.5 |   | Form                of Warrant issued by Generex Biotechnology Corporation on February                27,                2006 (incorporated by reference to Exhibit 4.26 to Generex Biotechnology                Corporation’s Report on Form 10-K filed on October 16,                2006)                                                                                                                                                                                 |

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| 4.16.1 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Cranshire Capital, L.P. dated February 28, 2006                (incorporated by reference to Exhibit 4.1 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1, 2006).  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.16.2 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Omicron Master Trust dated February 28, 2006 (incorporated                by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on March 1, 2006).     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.16.3 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Iroquois Capital LP dated February 28, 2006 (incorporated                by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on March 1, 2006).      |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.16.4 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Smithfield Fiduciary LLC dated February 28, 2006                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1, 2006). |

| 4.16.5 |   | Form                of Additional AIR Debenture issued by Generex Biotechnology Corporation                on                February 28, 2006 (incorporated by reference to Exhibit 4.31 to Generex                Biotechnology Corporation’s Report on Form 10-K filed on October 16,                2006)                    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.16.6 |   | Form                of Additional AIR Warrant issued by Generex Biotechnology Corporation                on                February 28, 2006 (incorporated by reference to Exhibit 4.32 to Generex                Biotechnology Corporation’s Report on Form 10-K filed on October 16,                2006)                      |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.17.1 |   | Form                of Agreement to Amend Warrants between Generex Biotechnology Corporation                and the Investors dated March 6, 2006 (incorporated by reference                to                Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 7, 2006).      |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.17.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on March 6,                2006                (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 7,                2006)                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.18   |   | Warrant                issued by Generex Biotechnology Corporation on April 17, 2006 to                Zapfe                Holdings, Inc. (incorporated by reference to Exhibit 4.33 to Generex                Biotechnology Corporation’s Report on Form 10-Q filed on June 14,                2006)                           |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.19   |   | Form                of Warrant issued by Generex Biotechnology Corporation on April 17,                2006                to certain employees (incorporated by reference to Exhibit 4.34 to                Generex                Biotechnology Corporation’s Report on Form 10-Q filed on June 14,                2006).      |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.20.1 |   | Securities                Purchase Agreement entered into by and between Generex Biotechnology                Corporation and four Investors on June 1, 2006 (incorporated by reference                to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on June 2, 2006)            |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.20.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006                (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on June 2, 2006)                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.21.1 |   | Form                of Amendment to Outstanding Warrants (incorporated by reference to                Exhibit                4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                June 2, 2006)                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.21.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006 in                connection with Exhibit 4.39 (incorporated by reference to Exhibit                4.4 to                Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2,                2006) |

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| 9      |   | Form                of Voting Agreement entered into in connection with Exhibit 4.11.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                          |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1   |   | Form                of Restricted Stock Agreement for awards to executive officers of                Generex                Biotechnology Corporation under the Generex Biotechnology Corporation                2006                Stock Plan (incorporated by reference to Exhibit 10.1 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on August 23,                2007) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.2   |   | Summary                of Annual Base Salaries of Executive Officers of Generex Biotechnology                Corporation (incorporated by reference to Exhibit 10.2 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on August 23,                2007)                                                                                                                        |

| 10.3   |   | Summary                of Compensation of the Directors of Generex Biotechnology Corporation                (incorporated by reference to Exhibit 10.27 to Generex Biotechnology                Corporation’s Report on Form 10-K filed on October 15,                2007) |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                              |
| 31.1   |   | Certification                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                              |
| 31.2   |   | Certification                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley                Act of 2002                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                              |
| 32     |   | Certification                of Chief Executive Officer and Chief Financial Officer pursuant to                Section                906 of the Sarbanes-Oxley Act of                2002                                                                                        |

| (1) | In                the case of incorporation by reference to documents filed by the                Registrant under the Exchange Act, the Registrant’s file number under the                Exchange Act is 000-25169. |   |
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