**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)**

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**GENEREX      BIOTECHNOLOGY CORPORATION**

**INDEX**

| PART                I. FINANCIAL INFORMATION                                                                                                                            |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                    |   |
| Item                1.     Financial                Statements.                                                                                |   |
|                                                                                                                                                                    |   |
| (Unaudited)                                                                                                                                                             |   |
| Consolidated                Balance Sheets -                                                                                                                            |   |
| January                31, 2007 and July 31, 2006                                                                                                                       | 1      |
|                                                                                                                                                                    |   |
| Consolidated                Statements of Operations —                for the                three and six month                                                  |   |
| periods                ended January 31, 2007 and 2006, and cumulative from                                                                                             |   |
| November                2, 1995 to January 31, 2007                                                                                                                     | 2      |
|                                                                                                                                                                    |   |
| Consolidated                Statements of Cash Flows — For the six month                                                                                          |   |
| periods                ended January 31, 2007 and 2006, and cumulative from                                                                                             |   |
| November                2, 1995 to January 31, 2007                                                                                                                     | 3      |
|                                                                                                                                                                    |   |
| Notes                to Consolidated Financial Statements                                                                                                               | 5      |
|                                                                                                                                                                    |   |
| Item                2.     Management's                Discussion and Analysis of Financial Condition and Results of                Operations | 14     |
|                                                                                                                                                                    |   |
| Item                3.     Quantitative                and Qualitative Disclosures About Market Risk                                           | 24     |
|                                                                                                                                                                    |   |
| Item                4.     Controls                and Procedures                                                                              | 24     |
|                                                                                                                                                                    |   |
| PART                II: OTHER INFORMATION                                                                                                                               |   |
|                                                                                                                                                                    |   |
| Item                1.     Legal                Proceedings                                                                                    | 25     |
|                                                                                                                                                                    |   |
| Item                1A. Risk                Factors                                                                                                                | 25     |
|                                                                                                                                                                    |   |
| Item                2.     Unregistered                Sales of Equity Securities and Use of Proceeds                                          | 26     |
|                                                                                                                                                                    |   |
| Item                3.     Defaults                Upon Senior Securities                                                                      | 27     |
|                                                                                                                                                                    |   |
| Item                4.     Submission                of Matters to a Vote of Security Holders                                                  | 27     |
|                                                                                                                                                                    |   |
| Item                5.     Other                Information                                                                                    | 27     |
|                                                                                                                                                                    |   |
| Item                6.     Exhibits                                                                                                            | 28     |
|                                                                                                                                                                    |   |
| Signatures                                                                                                                                                         | 35     |

----

**PART      I. FINANCIAL INFORMATION**

**Item      1. Financial Statements**

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A            DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED            BALANCE SHEETS**

|                                                                                                                                                                                                                                   |   | January                31, |         | July                31, |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|--------------|-------------------------|--------|
|                                                                                                                                                                                                                                   |   | 2007                       |         | 2006                    |   |
| ASSETS                                                                                                                                                                                                                                 |   |                       |         |                    |   |   |   |
| Current                Assets:                                                                                                                                                                                                         |   |                       |         |                    |   |   |   |
| Cash                and cash equivalents                                                                                                                                                                                               |   | $                          | 36,341,202   |                    | $      | 38,208,493 |   |
| Short-term                investments                                                                                                                                                                                                  |   |                       | 8,296,981    |                    |   | 14,372,653 |   |
| Accounts                receivable                                                                                                                                                                                                     |   |                       | 115,230      |                    |   | — |   |
| Inventory                                                                                                                                                                                                                              |   |                       | 42,404       |                    |   | — |   |
| Other                current assets                                                                                                                                                                                                    |   |                       | 579,405      |                    |   | 237,752 |   |
| Total                Current Assets                                                                                                                                                                                                    |   |                       | 45,375,222   |                    |   | 52,818,898 |   |
|                                                                                                                                                                                                                                   |   |                       |         |                    |   |   |   |
| Property                and Equipment, Net                                                                                                                                                                                             |   |                       | 2,281,369    |                    |   | 2,585,744 |   |
| Assets                Held for Investment, Net                                                                                                                                                                                         |   |                       | 3,389,382    |                    |   | 3,602,773 |   |
| Patents,                Net                                                                                                                                                                                                            |   |                       | 4,986,607    |                    |   | 5,097,827 |   |
|                                                                                                                                                                                                                                   |   |                       |         |                    |   |   |   |
| TOTAL                ASSETS                                                                                                                                                                                                            |   | $                          | 56,032,580   |                    | $      | 64,105,242 |   |
|                                                                                                                                                                                                                                   |   |                       |         |                    |   |   |   |
| LIABILITIES                AND STOCKHOLDERS’ EQUITY                                                                                                                                                                              |   |                       |         |                    |   |   |   |
|                                                                                                                                                                                                                                   |   |                       |         |                    |   |   |   |
| Current                Liabilities:                                                                                                                                                                                                    |   |                       |         |                    |   |   |   |
| Accounts                payable and accrued expenses                                                                                                                                                                                   |   | $                          | 5,079,766    |                    | $      | 5,444,790 |   |
| Deferred                revenue                                                                                                                                                                                                        |   |                       | 15,475       |                    |   | — |   |
| Current                maturities of long-term debt                                                                                                                                                                                    |   |                       | 73,639       |                    |   | 428,059 |   |
| Convertible                Debentures, Net of Debt Discount of $173,650 and $608,737 at January                31,                2007 and July 31, 2006, respectively                                                                 |   |                       | 81,488       |                    |   | 160,494 |   |
| Total                Current Liabilities                                                                                                                                                                                               |   |                       | 5,250,368    |                    |   | 6,033,343 |   |
|                                                                                                                                                                                                                                   |   |                       |         |                    |   |   |   |
| Long-Term                Debt, Net                                                                                                                                                                                                     |   |                       | 2,798,222    |                    |   | 2,608,105 |   |
|                                                                                                                                                                                                                                   |   |                       |         |                    |   |   |   |
| Commitments                and Contingencies                                                                                                                                                                                           |   |                       |         |                    |   |   |   |
|                                                                                                                                                                                                                                   |   |                       |         |                    |   |   |   |
| Stockholders’                Equity:                                                                                                                                                                                             |   |                       |         |                    |   |   |   |
| Special                Voting Rights Preferred stock, $.001 par value; authorized, issued                and                outstanding 1,000 shares at January 31, 2007 and July 31,                2006                              |   |                       | 1            |                    |   | 1 |   |
| Common                stock, $.001 par value; authorized 500,000,000 shares at January                31, 2007                and July 31, 2006; 108,274,731 and 107,398,360shares issued and                outstanding, respectively |   |                       | 108,274      |                    |   | 107,397 |   |
| Additional                paid-in capital                                                                                                                                                                                              |   |                       | 244,569,834  |                    |   | 243,097,627 |   |
| Deficit                accumulated during the development stage                                                                                                                                                                        |   |                       | (197,348,991 | )                       |   | (188,495,312 | ) |
| Accumulated                other comprehensive income                                                                                                                                                                                  |   |                       | 654,872      |                    |   | 754,081 |   |
| Total                Stockholders’ Equity                                                                                                                                                                                        |   |                       | 47,983,990   |                    |   | 55,463,794 |   |
|                                                                                                                                                                                                                                   |   |                       |         |                    |   |   |   |
| TOTAL                LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                        |   | $                          | 56,032,580   |                    | $      | 64,105,242 |   |

----

| **GENEREX                  BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES** |
|-------------------------------------------------------------------------|
| **(A                  DEVELOPMENT STAGE COMPANY)**                      |
| **CONSOLIDATED                  STATEMENTS OF OPERATIONS**              |

|                                                                           |   |                                  |        |                                      |   |                            |   |   |        | Cumulative                  From  |   |
|--------------------------------------------------------------------------------|--------|---------------------------------------|-------------|-------------------------------------------|--------|---------------------------------|--------|--------|-------------|-----------------------------------|--------|
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        | November                  2, 1995 |   |
|                                                                           |   | For                  the Three Months |        |                                      |   | (Date                  of       |   |
|                                                                           |   | Ended                                 |        | For                  the Six Months Ended |   | Inception)                      |   |
|                                                                           |   | January                  31,          |        | January                  31,              |   | to                  January 31, |   |
|                                                                           |   | 2007                                  |        | 2006                                      |   | 2007                            |   | 2006   |        | 2007                              |   |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Revenues                                                                       |   | $                                     | 45,923      |                                      | $      | 43,750                          |   | $      | 184,928     |                              | $      | 87,500 |   | $ | 2,379,224 |   |
| Sales                  Discounts                                               |   |                                  | (502        | )                                         |   | —                         |   |   | (502        | )                                 |   | — |   |   | (502 | ) |
| Net                  Revenue                                                   |   |                                  | 45,421      |                                      |   | 43,750                          |   |   | 184,426     |                              |   | 87,500 |   |   | 2,378,722 |   |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Cost                  of Goods Sold                                            |   |                                  | 21,466      |                                      |   | —                         |   |   | 52,981      |                              |   | — |   |   | 52,981 |   |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Operating                  Expenses:                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Research                  and development                                      |   |                                  | 2,482,082   |                                      |   | 1,317,115                       |   |   | 4,075,015   |                              |   | 1,993,494 |   |   | 65,184,988 |   |
| Research                  and development - related party                      |   |                                  | —     |                                      |   | —                         |   |   | —     |                              |   | — |   |   | 220,218 |   |
| Selling                                                                        |   |                                  | 13,399      |                                      |   | —                         |   |   | 13,399      |                              |   | — |   |   | 13,399 |   |
| General                  and administrative                                    |   |                                  | 3,006,951   |                                      |   | 3,910,887                       |   |   | 5,501,690   |                              |   | 5,385,743 |   |   | 83,642,259 |   |
| General                  and administrative - related party                    |   |                                  | —     |                                      |   | —                         |   |   | —     |                              |   | — |   |   | 314,328 |   |
| Total                  Operating Expenses                                      |   |                                  | 5,502,432   |                                      |   | 5,228,002                       |   |   | 9,590,104   |                              |   | 7,379,237 |   |   | 149,375,192 |   |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Operating                  Loss                                                |   |                                  | (5,478,477  | )                                         |   | (5,184,252                      | )      |   | (9,458,659  | )                                 |   | (7,291,737 | ) |   | (147,049,451 | ) |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Other                  Income (Expense):                                       |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Miscellaneous                  income (expense)                                |   |                                  | —     |                                      |   | 500                             |   |   | —     |                              |   | 500 |   |   | 196,193 |   |
| Income                  from Rental Operations, net                            |   |                                  | 52,462      |                                      |   | 30,987                          |   |   | 86,935      |                              |   | 35,840 |   |   | 406,298 |   |
| Interest                  income                                               |   |                                  | 601,125     |                                      |   | 14,759                          |   |   | 1,204,897   |                              |   | 16,096 |   |   | 5,366,975 |   |
| Interest                  expense                                              |   |                                  | (248,437    | )                                         |   | (8,490,956                      | )      |   | (506,027    | )                                 |   | (15,230,531 | ) |   | (42,934,403 | ) |
| Loss                  on extinguishment of debt                                |   |                                  | (122,307    | )                                         |   | (771,635                        | )      |   | (180,825    | )                                 |   | (933,983 | ) |   | (14,077,731 | ) |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Net                  Loss Before Undernoted                                    |   |                                  | (5,195,634  | )                                         |   | (14,400,597                     | )      |   | (8,853,679  | )                                 |   | (23,403,815 | ) |   | (198,092,119 | ) |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Minority                  Interest Share of Loss                               |   |                                  | —     |                                      |   | —                         |   |   | —     |                              |   | — |   |   | 3,038,185 |   |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Net                  Loss                                                      |   |                                  | (5,195,634  | )                                         |   | (14,400,597                     | )      |   | (8,853,679  | )                                 |   | (23,403,815 | ) |   | (195,053,934 | ) |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Preferred                  Stock Dividend                                      |   |                                  | —     |                                      |   | —                         |   |   | —     |                              |   | — |   |   | 2,295,057 |   |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Net                  Loss Available to Common Shareholders                     |   | $                                     | (5,195,634  | )                                         | $      | (14,400,597                     | )      | $      | (8,853,679  | )                                 | $      | (23,403,815 | ) | $ | (197,348,991 | ) |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Basic                  and Diluted Net Loss Per Common Share                   |   | $                                     | (.05        | )                                         | $      | (.23                            | )      | $      | (.08        | )                                 | $      | (.43 | ) |   |   |   |
|                                                                           |   |                                  |        |                                      |   |                            |   |   |        |                              |   |   |   |   |   |   |
| Weighted                  Average Number of Shares of Common Stock Outstanding |   |                                  | 108,160,528 |                                      |   | 63,906,552                      |   |   | 107,884,535 |                              |   | 54,852,364 |   |   |   |   |

----

| **GENEREX                  BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES** |
|-------------------------------------------------------------------------|
| **(A                  DEVELOPMENT STAGE COMPANY)**                      |
| **CONSOLIDATED                  STATEMENTS OF CASH FLOWS**              |

|                                                                                                                  |   |                                       |        |                                 |   | Cumulative                  From  |   |
|-----------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|-------------|--------------------------------------|--------|-----------------------------------|--------|
|                                                                                                                  |   |                                       |        |                                 |   | November                  2, 1995 |   |
|                                                                                                                  |   |  For                  the Six Months Ended |        | (Date                  of Inception) |   |
|                                                                                                                  |   |  January                  31,              |        | to                  January 31,      |   |
|                                                                                                                  |   |  2007                                      |        | 2006                                 |   | 2007                              |   |
| Cash                  Flows From Operating Activities:                                                                |   |                                            |        |                                 |   |                              |   |   |   |   |
| Net                  loss                                                                                             |   | $                                               | (8,853,679  | )                                    | $      | (23,403,815                       | )      | $ | (195,053,934 | ) |
| Adjustments                  to reconcile net loss to net cash used in operating                  activities:         |   |                                            |        |                                 |   |                              |   |   |   |   |
| Depreciation                  and amortization                                                                        |   |                                            | 577,206     |                                 |   | 566,445                           |   |   | 5,293,062 |   |
| 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       |                                 |   | 1,278                             |   |   | 152,882 |   |
| Loss                  on disposal of property and equipment                                                           |   |                                            | —     |                                 |   | —                           |   |   | 911 |   |
| Loss                  on extinguishment of debt                                                                       |   |                                            | 180,826     |                                 |   | 933,983                           |   |   | 14,077,732 |   |
| Common                  stock issued as employee compensation                                                         |   |                                            | 183,000     |                                 |   | —                           |   |   | 1,728,504 |   |
| Common                  stock issued for services rendered                                                            |   |                                            | 354,389     |                                 |   | 54,071                            |   |   | 5,655,692 |   |
| Amortization                  of prepaid services in conjunction with common stock                  issuance          |   |                                            | —     |                                 |   | 92,250                            |   |   | 138,375 |   |
| Non-cash                  compensation expense                                                                        |   |                                            | —     |                                 |   | —                           |   |   | 45,390 |   |
| Stock                  options and warrants issued for services rendered                                              |   |                                            | —     |                                 |   | 7,300,145                         |   |   | 7,006,323 |   |
| 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                               |   |                                            | —     |                                 |   | 777,967                           |   |   | 1,482,879 |   |
| Amortization                  of discount on convertible debentures                                                   |   |                                            | 435,087     |                                 |   | 6,943,339                         |   |   | 18,756,777 |   |
| Common                  stock issued as interest payment on convertible debentures                                    |   |                                            | 15,716      |                                 |   | 112,688                           |   |   | 284,459 |   |
| Interest                  on short-term advance                                                                       |   |                                            | —     |                                 |   | 13,524                            |   |   | 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                                                                                  |   |                                            | (110,104    | )                                    |   | —                           |   |   | (110,104 | ) |
| Miscellaneous                  receivables                                                                            |   |                                            | —     |                                 |   | —                           |   |   | 43,812 |   |
| Inventory                                                                                                             |   |                                            | (44,087     | )                                    |   | —                           |   |   | (44,087 | ) |
| Other                  current assets                                                                                 |   |                                            | (177,291    | )                                    |   | 49,118                            |   |   | (279,936 | ) |
| Accounts                  payable and accrued expenses                                                                |   |                                            | (341,258    | )                                    |   | 2,097,117                         |   |   | 9,304,661 |   |
| Deferred                  revenue                                                                                     |   |                                            | 15,475      |                                 |   | —                           |   |   | 15,475 |   |
| Other,                  net                                                                                           |   |                                            | —     |                                 |   | —                           |   |   | 110,317 |   |
| Net                  Cash Used in Operating Activities                                                                |   |                                            | (7,761,623  | )                                    |   | (4,461,890                        | )      |   | (108,418,835 | ) |
|                                                                                                                  |   |                                            |        |                                 |   |                              |   |   |   |   |
| Cash                  Flows From Investing Activities:                                                                |   |                                            |        |                                 |   |                              |   |   |   |   |
| Purchase                  of property and equipment                                                                   |   |                                            | (77,208     | )                                    |   | (76,665                           | )      |   | (4,519,915 | ) |
| Costs                  incurred for patents                                                                           |   |                                            | (105,302    | )                                    |   | (16,959                           | )      |   | (1,714,298 | ) |
| Change                  in restricted cash                                                                            |   |                                            | —     |                                 |   | 60,721                            |   |   | 45,872 |   |
| Proceeds                  from maturity of short term investments                                                     |   |                                            | 17,488,782  |                                 |   | —                           |   |   | 152,775,828 |   |
| Purchases                  of short-term investments                                                                  |   |                                            | (11,413,110 | )                                    |   | (6,000,000                        | )      |   | (161,072,809 | ) |
| 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                                                                                   |   |                                            | (176,092    | )                                    |   | —                           |   |   | (682,925 | ) |
| 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                                                  |   |                                            | 5,717,070   |                                 |   | (6,032,903                        | )      |   | (18,467,982 | ) |

----

| **GENEREX                    BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES** |
|---------------------------------------------------------------------------|
| **(A                    DEVELOPMENT STAGE COMPANY)**                      |
| **CONSOLIDATED                    STATEMENTS OF CASH FLOWS**              |

|   |   |                                           |   |                                     |   | Cumulative                      From  |   |
|--------|--------|-----------------------------------------------------|--------|------------------------------------------|--------|---------------------------------------|--------|
|   |   |                                           |   |                                     |   | November                      2, 1995 |   |
|   |   |  For                      the Six Months Ended |   | (Date                      of Inception) |   |
|   |   |  January                      31,              |   | to                      January 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                           |   |   | (34,773    | )      |   | (107,352   | )      |   | (1,813,991  | )      |
| Change                  in due to related parties                      |   |   | —    |   |   | —    |   |   | 154,541     |   |
| Proceeds                  from exercise of warrants                    |   |   | 125,000    |   |   | 15,399,998 |   |   | 44,015,049  |   |
| Proceeds                  from exercise of stock options               |   |   | 176,983    |   |   | 202,790    |   |   | 4,429,178   |   |
| Proceeds                  from minority interest investment            |   |   | —    |   |   | —    |   |   | 3,038,185   |   |
| Proceeds                  from issuance of preferred stock             |   |   | —    |   |   | —    |   |   | 12,015,000  |   |
| Proceeds                  from issuance of convertible debentures, net |   |   | —    |   |   | 9,955,000  |   |   | 20,254,930  |   |
| Repayments                  of convertible debentures                  |   |   | (76,923    | )      |   | —    |   |   | (538,281    | )      |
| 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             |   |   | 190,287    |   |   | 25,450,436 |   |   | 163,218,814 |   |
|                                                                   |   |   |       |   |   |       |   |   |        |   |
| Effect                  of Exchange Rates on Cash                      |   |   | (13,025    | )      |   | 9,911      |   |   | 9,205       |   |
|                                                                   |   |   |       |   |   |       |   |   |        |   |
| Net                  Increase (Decrease) in Cash and Cash Equivalents  |   |   | (1,867,291 | )      |   | 14,965,554 |   |   | 36,341,202  |   |
|                                                                   |   |   |       |   |   |       |   |   |        |   |
| Cash                  and Cash Equivalents, Beginning of Period        |   |   | 38,208,493 |   |   | 586,530    |   |   | —     |   |
|                                                                   |   |   |       |   |   |       |   |   |        |   |
| Cash                  and Cash Equivalents, End of Period              |   | $      | 36,341,202 |   | $      | 15,552,084 |   | $      | 36,341,202  |   |

----

**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** |
|--------|------------------------------------------------------------------------------|

**Accounts      Receivable**

**Inventory**

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

**Revenue      Recognition**

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

In      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid      Financial Instruments - an amendment of FASB Statements No. 133 and 140,” to      simplify and make more consistent the accounting for certain financial      instruments. Specifically, SFAS No. 155 amends SFAS No. 133, Accounting for      Derivative Instruments and Hedging Activities, to permit fair value      remeasurement for any hybrid financial instrument with an embedded derivative      that otherwise would require bifurcation, provided that the whole instrument      is      accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140,      Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a      qualifying special-purpose entity (SPE) to hold a derivative financial      instrument that pertains to a beneficial interest other than another derivative      financial instrument. SFAS No. 155 applies to all financial instruments acquired      or issued after the beginning of an entity’s first fiscal year that begins after      September 15, 2006, with earlier application allowed. The      Company does not expect that the adoption of SFAS No. 155 will have a      significant impact on the consolidated results of operations or financial      position of the Company.

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

* *

SFAS      No.      107,      “Disclosures about Fair Value of Financial Instruments,” where practicable. The      guidance in this Statement applies for derivatives and other financial      instruments measured at fair value under      SFAS      No.      133,      “Accounting for Derivative Instruments and Hedging Activities,” at initial      recognition and in all subsequent periods.

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

,      *Fair      Value Measurements.*An      entity      is prohibited from retrospectively applying SFAS No. 159, unless it chooses      early adoption. SFAS No. 159 also applies to eligible items existing at November      15, 2007 (or early adoption date). 

| **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                   |   | Instrinsic |   |
|                                           |   | Shares |      | Share    |   | Term                  (Years) |   | Value      |   |
|                                           |   |   |      |     |   |                          |   |       |   |   |   |   |   |
| Outstanding,                  August 1, 2006   |   |   | 8,429,597 |     | $      | 1.15                          |   |       |   |   |   |   |   |
| Granted                                        |   |   | —   |     | $      | —                       |   |       |   |   |   |   |   |
| Cancelled                                      |   |   | (185,159  | )        | $      | 8.08                          |   |       |   |   |   |   |   |
| Exercised                                      |   |   | (111,800  | )        | $      | 1.58                          |   |       |   |   |   |   |   |
| Outstanding,                  January 31, 2007 |   |   | 8,132,638 |     | $      | 0.99                          |   |       | 2.33   |   | $ | 6,792,983 |   |
| Exercisable,                  January 31, 2007 |   |   | 8,132,638 |     | $      | 0.99                          |   |       | 2.33   |   | $ | 6,792,983 |   |

| Grant                  Date Fair of Cancelled Options       |   | $ | 5.85   |   |
|-------------------------------------------------------------|--------|---|--------|--------|
| Total                  Intrinsic Value of Options Exercised |   | $ | 64,329 |   |

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

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

|                                      |   | January                  31, |      | July                  31, |   |
|-------------------------------------------|--------|------------------------------|-----------|---------------------------|--------|
|                                      |   | 2007                         |      | 2006                      |   |
|                                      |   |                         |      |                      |   |   |   |
| Accounts                  Payable         |   | $                            | 1,448,497 |                      | $      | 624,543 |   |
| Research                  and Development |   |                         | 630,601   |                      |   | 696,769 |   |
| Executive                  Compensation   |   |                         | 1,588,730 |                      |   | 2,121,389 |   |
| Financial                  Services       |   |                         | 1,411,938 |                      |   | 1,411,938 |   |
| Total                                     |   | $                            | 5,079,766 |                      | $      | 5,444,790 |   |

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

| **7.** | **Convertible                    Debentures** |
|--------|-----------------------------------------------|

|                                                                         |   | Debenture                       |      |
|------------------------------------------------------------------------------|--------|---------------------------------|-----------|
|                                                                         |   | 3rd                  $4,000,000 |      |
| Date                  Issued                                                 |   |                            | 2/2006    |   |
| Promissory                  Note Amount                                      |   | $                               | 1,000,000 |   |
| #                  of Promissory Notes                                       |   |                            | 4         |   |
| Terms                                                                        |   |                            | (A        | ) |
| Conversion                  Price                                            |   | $                               | 1.25      |   |
|                                                                         |   |                            |      |   |
| Gross                  Proceeds                                              |   | $                               | 4,000,000 |   |
| Net                  Cash Proceeds                                           |   | $                               | 4,000,000 |   |
| Warrants                  Issued to Investor                                 |   |                            | 3,200,000 |   |
| Warrant                  Exercise Price                                      |   | $                               | 1.25      |   |
| Warrant                  Fair Value (WFV)                                    |   | $                               | 2,374,507 |   |
| Black                  Scholes Model Assumptions                             |   |                            | (B1       | ) |
| Beneficial                  Conversion Feature (BCF)                         |   | $                               | 1,625,493 |   |
|                                                                         |   |                            |      |   |
| Amortization                  of WFV and BCF as Non-cash Interest Expense    |   |                            |      |   |
| $3,826,350                                                                   |   |                            |      |   |
|                                                                         |   |                            |      |   |
| Principal                  and Interest Converted                            |   | $                               | 2,923,894 |   |
| Loss                  on Extinguishment (C)                                  |   | $                               | 2,393,964 |   |
| Shares                  Issued Upon Conversion                               |   |                            | 2,322,635 |   |
|                                                                         |   |                            |      |   |
| Principal                  and Interest Repayments in Shares of Common Stock |   | $                               | 941,326   |   |
| Loss                  on Extinguishment (C)                                  |   | $                               | 571,782   |   |
| Shares                  Issued for Principal and Interest Repayments         |   |                            | 641,813   |   |
| Principal                  and Interest Repayments in Cash                   |   | $                               | 76,923    |   |

|  | (A) | The                  notes carry a 6% coupon and a 15-month term and amortization in                  13 equal                  assignments commencing in the third month of the term. The principal                  and                  interest payments are payable in cash or, at the Company's option,                  the                  lesser of registered stock valued at a 10% discount to the average                  of the                  20-day VWAP as of the payment date or predetermined conversion                  price,                  subject to certain                  conditions. |
|--|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (B) | Black                Scholes pricing model assumptions: |
|--|-----|---------------------------------------------------------|

| Risk                  Free     |   | Expected   |   | Life    |   |
|--------------------------------|--------|------------|--------|---------|--------|
| Interest                  Rate |   | Volatility |   | (Years) |   |
|                           |   |       |   |    |   |
| 4.49%                          |   |       | 0.9380 |    |   | 5.50 |   |

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

|  | (C) | Loss                on extinguishment represents the difference between the quoted market                price of the Company's common stock and lower of predetermined conversion                price or the 10% discount to the average of the 20-day                VWAP. |
|--|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **8.** | **Pending                    Litigation***** *** |
|--------|-------------------------------------------------------|

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

| **9.** | **Net                    Loss Per Share** |
|--------|-------------------------------------------|

| **10.** | **Supplemental                    Disclosure of Cash Flow                    Information** |
|---------|--------------------------------------------------------------------------------------------|

|                                                                                                                                                                                     |   | For                      the Six Months Ended January                      31, |    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------|---------|
|                                                                                                                                                                                     |   | 2007                                                                                |    | 2006 |   |
| Cash                      paid during the period for:                                                                                                                                    |   |                                                                                |    |   |   |   |   |
| Interest                                                                                                                                                                                 |   | $                                                                                   | 137,696 |   | $ | 56,427 |   |
| Income                      taxes                                                                                                                                                        |   | $                                                                                   | — |   | $ | — |   |
|                                                                                                                                                                                     |   |                                                                                |    |   |   |   |   |
| Disclosure                      of non-cash investing and financing activities:                                                                                                          |   |                                                                                |    |   |   |   |   |
|                                                                                                                                                                                     |   |                                                                                |    |   |   |   |   |
| Value                      of common stock issued in conjunction with capitalized services                      upon                      issuance of convertible debentures             |   | $                                                                                   | — |   | $ | 619,467 |   |
| Value                      of warrants issued in conjunction with capitalized services                      upon issuance                      of convertible debentures                 |   | $                                                                                   | — |   | $ | 210,300 |   |
| Costs                      paid from proceeds in conjunction with capitalized services                      upon issuance                      of convertible debentures                 |   | $                                                                                   | — |   | $ | 45,000 |   |
| Value                      of warrants issued in conjunction with issuance of convertible                      debentures                      and related beneficial conversion feature |   | $                                                                                   | — |   | $ | 9,087,156 |   |
| Satisfaction                      of accounts payable through the issuance of common stock                                                                                               |   | $                                                                                   | — |   | $ | 133,605 |   |
| Principal                      repayment of convertible debentures through the issuance of                      common                      stock                                        |   | $                                                                                   | 384,616 |   | $ | 1,075,794 |   |
| Issuance                      of common stock in conjunction with convertible debenture                      conversion                                                                  |   | $                                                                                   | 52,554  |   | $ | 6,963,007 |   |

----

**GENEREX      BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A      DEVELOPMENT STAGE COMPANY)**

**NOTES      TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

| **11.** | **Stockholders’                    Equity** |
|---------|---------------------------------------------------|

|                                                           |   |                          |    | Additional |   | Total               |   |
|----------------------------------------------------------------|--------|-------------------------------|---------|------------|--------|---------------------|--------|
|                                                           |   | Common                  Stock |    | Paid-In    |   | Stockholders’ |   |
|                                                           |   | Shares                        |    | Amount     |   | Capital             |   | Equity |   |
| Convertible                  Debenture Monthly Repayments      |   |                          | 320,266 |       | $      | 320                 |   | $ | 560,237 |   | $ | 560,557 |   |
| Convertible                  Debenture Conversions             |   |                          | 42,043  |       |   | 42                  |   |   | 73,113 |   |   | 73,155 |   |
| Warrants                  and Stock Options Exercised for Cash |   |                          | 211,800 |       |   | 212                 |   |   | 301,770 |   |   | 301,982 |   |
| Issuance                  for Services                         |   |                          | 202,262 |       |   | 202                 |   |   | 354,187 |   |   | 354,389 |   |
| Issuance                  as Employee Compensation             |   |                          | 100,000 |       |   | 100                 |   |   | 182,900 |   |   | 183,000 |   |
|                                                           |   |                          |    |       |   |                |   |   |   |   |   |   |   |
| Total                                                          |   |                          | 876,371 |       | $      | 876                 |   | $ | 1,472,207 |   | $ | 1,473,083 |   |

----

**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                and conclude;                                                                            |
|   |   |                                                                                                                                                                                               |
|   | · | our                expectations of when regulatory submissions may be filed or when                regulatory approvals may be received; and                                                       |
|   |   |                                                                                                                                                                                               |
|   | · | our                expectations of when 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***

----

**Accounting      for Research and Development Projects**

----

**Results      of Operations **

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

----

**Results      of Operations **

**Six      Months Ended January 31, 2007 Compared to Six Months Ended January 31,      2006**

**Developments**

----

**Financial      Condition, Liquidity and Resources**

----

| ***Date                Issued***  |   | ***Aggregate******No.                of Shares*** ***Unexercised*** |      | ***Exercise                Price**** |   | ***Exercise                Date*** |   | ***Expiration                Date*** |                             |
|-----------------------------------|--------|--------------------------------------------------------------------------|-----------|--------------------------------------|--------|------------------------------------|--------|--------------------------------------|----------------------------------|
| January                26, 2006   |   |                                                                     | 522,226   |                                 | $      | 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 |   |                                                                     | 272,120   |                                 | $      | 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                                                                        |   |   | 3,126,999 |   |   | 394,781 |   |   | 1,776,000 |   |   | 956,217 |   |   | 0 |   |
| Capital                Lease Obligations                                                                         |   |   | 0 |   |   | 0 |   |   | 0 |   |   | 0 |   |   | 0 |   |
| Operating                Lease Obligations                                                                       |   |   | 107,709 |   |   | 24,846 |   |   | 77,070 |   |   | 5,793 |   |   | 0 |   |
| 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                                                                                                            |   | $ | 3,234,708 |   | $ | 419,627 |   | $ | 1,853,070 |   | $ | 962,010 |   | $ | 0 |   |

**Related      Party Transactions**

----

**New      Accounting Pronouncements**

----

----

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

| Loan                Amount |   | Interest                Rateper                Annum |    |
|----------------------------|--------|------------------------------------------------------|---------|
| 403,772                    |   |                                                 | 6.82    | % |
| 250,348                    |   |                                                 | 6.82    | % |
| 610,419                    |   |                                                 | 7.60    | % |
| 338,360                    |   |                                                 | 8.50    | % |
| 193,631                    |   |                                                 | 10      | % |
| 1,075,331                  |   |                                                 | 6.07    | % |
| *2,871,861*                |   |                                                 | *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*      . As      described in our Quarterly Report on Form 10-Q for the fiscal quarter ended      October 31, 2006, on September 26, 2006, Shemano Group, Inc. initiated a      National Association of Securities Dealers arbitration proceeding against us.      Shemano claims it is entitled to be paid fees in connection with our private      placements in September 2005, January 2006 and June 2006, pursuant to an      Exclusive Finder’s Agreement dated November 1, 2004. Shemano claims it is      entitled to fees of $945,000 in cash and warrants exercisable for 405,000 shares      of our common stock. We have since filed an answer with the NASD and plan to      defend this action vigorously. An arbitration hearing in this matter has been      scheduled for late June 2007. We are not able to predict the ultimate outcome      of      this legal proceeding at the present time.

**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 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)                 |   | Bylaws                of Generex Biotechnology Corporation (incorporated by reference to                Exhibit                3.2 to Generex Biotechnology Corporation’s Registration Statement on Form                S-1 (File No. 333-82667) filed on July 12, 1999)                                                                                                                                                                                                                                                                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 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                   |   | Warrant                issued to Elliott International, L.P. and Elliott Associates, L.P.,                dated                July 5, 2001 (incorporated by reference to Exhibit 9 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on July 17,                2001)                                                                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3.1                 |   | 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) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3.2                 |   | 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) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3.3                 |   | 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)                                             |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.1                 |   | Form                of Securities Purchase Agreement entered into with Cranshire Capital,                L.P.                dated June 6, 2003 (incorporated by reference to Exhibit 4.4 to Generex                Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended                April 30, 2003 filed on August 13, 2003)                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.2                 |   | Form                of Registration Rights Agreement entered into with Cranshire Capital,                L.P.                dated June 6, 2003 (incorporated by reference to Exhibit 4.5 to Generex                Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended                April 30, 2003 filed on August 13, 2003)                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.3                 |   | Form                of Warrant granted to Cranshire Capital, L.P. dated June 6, 2003                (incorporated by reference to Exhibit 4.6 to Generex Biotechnology                Corporation’s Report on Form 10-Q/A for the quarter ended April 30, 2003                filed on August 13, 2003)                                                                                                                                                                                                                                                                                    |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                     |
|-----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.4.4                 |   | 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) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.1                 |   | 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)                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.2                 |   | 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)                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.3                 |   | Form                of 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/A filed on March 24, 2004)                                                                                                               |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.4                 |   | Form                of 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/A filed on March 24,                2004)                                                                            |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6.1                 |   | 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)                                           |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6.2                 |   | 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)                                           |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6.3                 |   | Warrant                issued in connection with Exhibit 4.6.1 (incorporated by reference                to                Exhibit 4.3 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 4.4 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.7.1                 |   | 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)                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.7.2                 |   | 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)                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.7.3                 |   | Warrant                issued in connection with Exhibit 4.7.1 (incorporated by reference                to                Exhibit 4.7 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 4.8 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.8.1                 |   | 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)            |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                       |
|-----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.8.2                 |   | 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)                             |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.8.3                 |   | Warrant                issued in connection with Exhibit 4.8.1 (incorporated by reference                to                Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                                           |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.8.4                 |   | Additional                Investment Right issued in connection with Exhibit 4.8.1 (incorporated                by                reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.8.5                 |   | 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) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.9.1                 |   | 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)                                                              |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.9.2                 |   | 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)                                                              |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.9.3                 |   | Additional                Investment Right issued in connection with Exhibit 4.9.1 (incorporated                by                reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10.1                |   | 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)                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10.2                |   | 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)                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10.3                |   | Warrant                issued in connection with Exhibit 4.10.1 (incorporated by reference                to                Exhibit 4.20 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10.4                |   | Additional                Investment Right issued in connection with Exhibit 4.10.1 (incorporated                by                reference to Exhibit 4.21 Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.11.1                |   | 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)                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.11.2                |   | 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)                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.11.3                |   | Form                of Warrant issued in connection with Exhibit 4.11.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on July 14, 2004)                                                                                                                                   |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.11.4                |   | Form                of Additional Investment Right issued in connection Exhibit 4.11.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on July 14,                2004)                                                                                                                                                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.1                |   | 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)                                                                               |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.2                |   | Form                of 6% Secured Convertible Debenture issued in connection with Exhibit                4.12.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.3                |   | 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)                                                                               |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.4                |   | Form                of Additional Investment Right issued in connection with Exhibit                4.12.1                (incorporated by reference to Exhibit 4.5 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.5                |   | Custodial                and Security Agreement, dated November 10, 2004, by and among Generex                Biotechnology Corporation, Feldman Weinstein LLP, as custodian, and                the                investors named therein (incorporated by reference to Exhibit 4.6                to                Generex Biotechnology Corporation’s Report on Form 8-K filed on November                12, 2004)        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.6                |   | Form                of Voting Agreement entered into in connection with Exhibit 4.12.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                             |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.13                  |   | Termination                Agreement, dated December 17, 2004, by and among Generex Biotechnology                Corporation and Elan Corporation plc and Elan International Services,                Ltd.                (incorporated by reference to Exhibit 4.19 to Generex Biotechnology                Corporation’s Quarterly Report on Form 10-Q filed on June 14,                2005)                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.14                  |   | 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)                                                                                                                                                                  |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15.1                |   | Amendment                No. 1 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 (incorporated by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on June 17, 2005) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15.2                |   | Form                of AIR Debenture issued in connection with Exhibit 4.15.1 (incorporated                by                reference to Exhibit 4.25.2 to Generex Biotechnology Corporation’s Report                on Form 10-K filed on October 31, 2005)                                                                                                                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15.3                |   | Form                of AIR Warrant issued in connection with Exhibit 4.15.1(incorporated                by                reference to Exhibit 4.25.3 to Generex Biotechnology Corporation’s Report                on Form 10-K filed on October 31, 2005)                                                                                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15.4                |   | Form                of Additional AIR issued in connection with Exhibit 4.15.1 (incorporated                by reference to Exhibit 4.25.4 to Generex Biotechnology Corporation’s                Report on Form 10-K filed on October 31,                2005)                                                                                                                                                                  |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.16.1                |   | Amendment                No. 2 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 (incorporated by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on September 9, 2005) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.16.2                |   | Form                of Air Debenture issued in connection with Exhibit 4.16.1 (incorporated                by                reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on September 9, 2005)                                                                                                                                                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.16.3                |   | Form                of AIR Warrant issued in connection with Exhibit 4.16.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on September 9, 2005)                                                                                                                                                                            |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.16.4                |   | Form                of Additional AIR issued in connection with Exhibit 4.16.1 (incorporated                by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on September 9, 2005)                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.17                  |   | Form                of Warrant issued by Generex Biotechnology Corporation on October                27, 2005                (incorporated by reference to Exhibit 4.31 to Generex Biotechnology                Corporation’s Report on Form 10-K filed on October 31,                2005)                                                                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.18.1                |   | Amendment                to the Additional Investment Right issued by Generex Biotechnology                Corporation to Omicron Master Trust on June 17, 2005 (incorporated                by                reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on October 31, 2005)                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.18.2                |   | Additional                AIR Debenture issued by Generex Biotechnology Corporation to Omicron                Master Trust on October 27, 2005 issued in connection with Exhibit                4.18.1                (incorporated by reference to Exhibit 4.37 to Generex Biotechnology                Corporation’s Report on Form 10-Q filed on December 15,                2005)                                               |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.18.3                |   | Additional                AIR Warrant issued by Generex Biotechnology Corporation to Omicron                Master                Trust on October 27, 2005 issued in connection with Exhibit 4.18.1                (incorporated by reference to Exhibit 4.38 to Generex Biotechnology                Corporation’s Report on Form 10-Q filed on December 15,                2005)                                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.19.1                |   | Amendment                No. 3 to Securities Purchase Agreement and Registration Rights Agreement                entered into by and among Generex Biotechnology Corporation and the                Purchasers listed on the signature pages thereto (incorporated by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on December 5, 2005)                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.19.2                |   | Form                of AIR Debentures issued in connection with Exhibit 4.19.1 (incorporated                by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on December 5, 2005)                                                                                                                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.19.3                |   | Form                of AIR Warrants issued in connection with Exhibit 4.19.1 (incorporated                by                reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on December 5, 2005)                                                                                                                                                                            |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.19.4                |   | Form                of Additional AIRs issued in connection with Exhibit 4.19.1 (incorporated                by reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on December 5, 2005)                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.20                  |   | Form                of Amendment to the Additional Investment Right issued by Generex                Biotechnology Corporation on June 17, 2005 in connection with the                First                AIR Exercise (incorporated by reference to Exhibit 4.2 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on December 5,                2005)                                                |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.21                  |   | Form                of Amendment to the Additional Investment Right issued by Generex                Biotechnology Corporation on September 8, 2005 in connection with                the                Second AIR Exercise (incorporated by reference to Exhibit 4.3 to                Generex                Biotechnology Corporation’s Report on Form 8-K filed on December 5,                2005)                            |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                           |
|-----------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.22                  |   | 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)                                              |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.23                  |   | 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).   |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.24                  |   | 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).     |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.25                  |   | 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).    |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.26                  |   | 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). |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.27                  |   | 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).                                     |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.28                  |   | 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).  |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.29                  |   | 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).     |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.30                  |   | 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).      |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.31                  |   | 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). |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.32                  |   | 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).                    |
|                  |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.33                  |   | 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).                      |

----

| **Exhibit****Number**                                                                                                                                                                                                                |   | **Description                of Exhibit****(1)**                                                                                                                                                                                                                                                                                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.34                                                                                                                                                                                                                                 |   | 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).      |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.35                                                                                                                                                                                                                                 |   | 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)                                              |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.36                                                                                                                                                                                                                                 |   | 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).                          |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.37                                                                                                                                                                                                                                 |   | 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).      |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.38                                                                                                                                                                                                                                 |   | 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)            |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.39                                                                                                                                                                                                                                 |   | 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)                                                               |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.40                                                                                                                                                                                                                                 |   | 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)                                                                                                 |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.41                                                                                                                                                                                                                                 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006 in                connection with Exhibit 4.37 (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 4.12.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                              |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 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:                March 12, 2007 | By:                                                    | /s/ Anna                E. Gluskin |
|                                | Anna              E. Gluskin                                     |
|                                | President                and Chief Executive Officer             |

|                                  |                                     |                                    |
|---------------------------------------|------------------------------------------|-----------------------------------------|
| Date:                  March 12, 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)                 |   | Bylaws                of Generex Biotechnology Corporation (incorporated by reference to                Exhibit                3.2 to Generex Biotechnology Corporation’s Registration Statement on Form                S-1 (File No. 333-82667) filed on July 12, 1999)                                                                                                                                                                                                                                                                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 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                   |   | Warrant                issued to Elliott International, L.P. and Elliott Associates, L.P.,                dated                July 5, 2001 (incorporated by reference to Exhibit 9 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on July 17,                2001)                                                                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3.1                 |   | 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) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3.2                 |   | 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) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3.3                 |   | 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)                                             |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.1                 |   | Form                of Securities Purchase Agreement entered into with Cranshire Capital,                L.P.                dated June 6, 2003 (incorporated by reference to Exhibit 4.4 to Generex                Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended                April 30, 2003 filed on August 13, 2003)                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.2                 |   | Form                of Registration Rights Agreement entered into with Cranshire Capital,                L.P.                dated June 6, 2003 (incorporated by reference to Exhibit 4.5 to Generex                Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended                April 30, 2003 filed on August 13, 2003)                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4.3                 |   | Form                of Warrant granted to Cranshire Capital, L.P. dated June 6, 2003                (incorporated by reference to Exhibit 4.6 to Generex Biotechnology                Corporation’s Report on Form 10-Q/A for the quarter ended April 30, 2003                filed on August 13, 2003)                                                                                                                                                                                                                                                                                    |

----

| **Exhibit****Number** |   | **Description                    of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                   |
|-----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.4.4                 |   | 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) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.1                 |   | 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)                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.2                 |   | 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)                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.3                 |   | Form                of 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/A filed on March 24, 2004)                                                                                                               |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.4                 |   | Form                of 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/A filed on March 24,                2004)                                                                            |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6.1                 |   | 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)                                           |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6.2                 |   | 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)                                           |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6.3                 |   | Warrant                issued in connection with Exhibit 4.6.1 (incorporated by reference                to                Exhibit 4.3 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 4.4 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.7.1                 |   | 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)                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.7.2                 |   | 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)                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.7.3                 |   | Warrant                issued in connection with Exhibit 4.7.1 (incorporated by reference                to                Exhibit 4.7 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 4.8 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                   |
| 4.8.1                 |   | 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)            |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                       |
|-----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.8.2                 |   | 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)                             |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.8.3                 |   | Warrant                issued in connection with Exhibit 4.8.1 (incorporated by reference                to                Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                                           |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.8.4                 |   | Additional                Investment Right issued in connection with Exhibit 4.8.1 (incorporated                by                reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.8.5                 |   | 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) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.9.1                 |   | 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)                                                              |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.9.2                 |   | 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)                                                              |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.9.3                 |   | Additional                Investment Right issued in connection with Exhibit 4.9.1 (incorporated                by                reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10.1                |   | 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)                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10.2                |   | 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)                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10.3                |   | Warrant                issued in connection with Exhibit 4.10.1 (incorporated by reference                to                Exhibit 4.20 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.10.4                |   | Additional                Investment Right issued in connection with Exhibit 4.10.1 (incorporated                by                reference to Exhibit 4.21 Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.11.1                |   | 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)                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.11.2                |   | 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)                                                        |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.11.3                |   | Form                of Warrant issued in connection with Exhibit 4.11.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on July 14, 2004)                                                                                                                                                                                |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.11.4                |   | Form                of Additional Investment Right issued in connection Exhibit 4.11.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on July 14,                2004)                                                                                                                                                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.1                |   | 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)                                                                               |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.2                |   | Form                of 6% Secured Convertible Debenture issued in connection with Exhibit                4.12.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.3                |   | 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)                                                                               |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.4                |   | Form                of Additional Investment Right issued in connection with Exhibit                4.12.1                (incorporated by reference to Exhibit 4.5 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.5                |   | Custodial                and Security Agreement, dated November 10, 2004, by and among Generex                Biotechnology Corporation, Feldman Weinstein LLP, as custodian, and                the                investors named therein (incorporated by reference to Exhibit 4.6                to                Generex Biotechnology Corporation’s Report on Form 8-K filed on November                12, 2004)        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12.6                |   | Form                of Voting Agreement entered into in connection with Exhibit 4.12.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                             |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.13                  |   | Termination                Agreement, dated December 17, 2004, by and among Generex Biotechnology                Corporation and Elan Corporation plc and Elan International Services,                Ltd.                (incorporated by reference to Exhibit 4.19 to Generex Biotechnology                Corporation’s Quarterly Report on Form 10-Q filed on June 14,                2005)                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.14                  |   | 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)                                                                                                                                                                  |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15.1                |   | Amendment                No. 1 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 (incorporated by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on June 17, 2005) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15.2                |   | Form                of AIR Debenture issued in connection with Exhibit 4.15.1 (incorporated                by                reference to Exhibit 4.25.2 to Generex Biotechnology Corporation’s Report                on Form 10-K filed on October 31, 2005)                                                                                                                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15.3                |   | Form                of AIR Warrant issued in connection with Exhibit 4.15.1(incorporated                by                reference to Exhibit 4.25.3 to Generex Biotechnology Corporation’s Report                on Form 10-K filed on October 31, 2005)                                                                                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15.4                |   | Form                of Additional AIR issued in connection with Exhibit 4.15.1 (incorporated                by reference to Exhibit 4.25.4 to Generex Biotechnology Corporation’s                Report on Form 10-K filed on October 31,                2005)                                                                                                                                                                  |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.16.1                |   | Amendment                No. 2 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 (incorporated by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on September 9, 2005) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.16.2                |   | Form                of Air Debenture issued in connection with Exhibit 4.16.1 (incorporated                by                reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on September 9, 2005)                                                                                                                                                                          |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.16.3                |   | Form                of AIR Warrant issued in connection with Exhibit 4.16.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on September 9, 2005)                                                                                                                                                                            |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.16.4                |   | Form                of Additional AIR issued in connection with Exhibit 4.16.1 (incorporated                by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on September 9, 2005)                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.17                  |   | Form                of Warrant issued by Generex Biotechnology Corporation on October                27, 2005                (incorporated by reference to Exhibit 4.31 to Generex Biotechnology                Corporation’s Report on Form 10-K filed on October 31,                2005)                                                                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.18.1                |   | Amendment                to the Additional Investment Right issued by Generex Biotechnology                Corporation to Omicron Master Trust on June 17, 2005 (incorporated                by                reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on October 31, 2005)                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.18.2                |   | Additional                AIR Debenture issued by Generex Biotechnology Corporation to Omicron                Master Trust on October 27, 2005 issued in connection with Exhibit                4.18.1                (incorporated by reference to Exhibit 4.37 to Generex Biotechnology                Corporation’s Report on Form 10-Q filed on December 15,                2005)                                               |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.18.3                |   | Additional                AIR Warrant issued by Generex Biotechnology Corporation to Omicron                Master                Trust on October 27, 2005 issued in connection with Exhibit 4.18.1                (incorporated by reference to Exhibit 4.38 to Generex Biotechnology                Corporation’s Report on Form 10-Q filed on December 15,                2005)                                                 |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.19.1                |   | Amendment                No. 3 to Securities Purchase Agreement and Registration Rights Agreement                entered into by and among Generex Biotechnology Corporation and the                Purchasers listed on the signature pages thereto (incorporated by                reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on December 5, 2005)                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.19.2                |   | Form                of AIR Debentures issued in connection with Exhibit 4.19.1 (incorporated                by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on December 5, 2005)                                                                                                                                                                                         |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.19.3                |   | Form                of AIR Warrants issued in connection with Exhibit 4.19.1 (incorporated                by                reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on December 5, 2005)                                                                                                                                                                            |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.19.4                |   | Form                of Additional AIRs issued in connection with Exhibit 4.19.1 (incorporated                by reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on December 5, 2005)                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.20                  |   | Form                of Amendment to the Additional Investment Right issued by Generex                Biotechnology Corporation on June 17, 2005 in connection with the                First                AIR Exercise (incorporated by reference to Exhibit 4.2 to Generex                Biotechnology Corporation’s Report on Form 8-K filed on December 5,                2005)                                                |

----

| **Exhibit****Number** |   | **Description                  of Exhibit****(1)**                                                                                                                                                                                                                                                                                                                                                             |
|-----------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.21                  |   | Form                of Amendment to the Additional Investment Right issued by Generex                Biotechnology Corporation on September 8, 2005 in connection with                the                Second AIR Exercise (incorporated by reference to Exhibit 4.3 to                Generex                Biotechnology Corporation’s Report on Form 8-K filed on December 5,                2005) |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.22                  |   | 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)                                                                                                                |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.23                  |   | 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).                                                                     |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.24                  |   | 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).                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.25                  |   | 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).                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.26                  |   | 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).                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.27                  |   | 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).                                                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.28                  |   | 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).                                                                    |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.29                  |   | 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).                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.30                  |   | 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).                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.31                  |   | 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).                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.32                  |   | 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).                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.33                  |   | 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).                                                                                        |

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| **Exhibit****Number**                                                                                                                                                                                                                |   | **Description                of Exhibit****(1)**                                                                                                                                                                                                                                                                                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.34                                                                                                                                                                                                                                 |   | 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).      |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.35                                                                                                                                                                                                                                 |   | 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)                                              |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.36                                                                                                                                                                                                                                 |   | 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).                          |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.37                                                                                                                                                                                                                                 |   | 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).      |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.38                                                                                                                                                                                                                                 |   | 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)            |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.39                                                                                                                                                                                                                                 |   | 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)                                                               |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.40                                                                                                                                                                                                                                 |   | 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)                                                                                                 |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.41                                                                                                                                                                                                                                 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006 in                connection with Exhibit 4.37 (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 4.12.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                              |
|                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                   |
| 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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