**Exhibit
4.19**
 
 **DATED
17 DECEMBER 2004**
 
 
 
 **(1)
      ELAN CORPORATION, PLC**
      
      
      **(2)
      ELAN INTERNATIONAL SERVICES, LTD**
      
      
      **(3)
      GENEREX BIOTECHNOLOGY CORPORATION**
      
      
      **AND**
      
      
      **(4)
      GENEREX (BERMUDA), LTD**
 
 
 
 
 
 **TERMINATION
AGREEMENT**
 
 
 
 
 
 
 
 
 
 
 
 
 
 MATHESON
ORMSBY PRENTICE
 30
Herbert Street
 Dublin
2
 Ireland
 
 TEL + 353 1
619 9000
 FAX + 353 1
619 9010
 \MOP_DUBLIN\1081878.5
 
 
 
 
 **CONTENTS**
 
 ****
 
  **Page No**1
    Definitions
    22
    Termination
      of the Newco Agreements
    33
    Representations,
      Warranties, Confirmations and Indemnities
    44
    Intellectual
      Property
    65
    Rights
      Related to Securities
    66
    Sale
      of Shares and Completion
    67
    Confidentiality
    78
    Waiver
      of Accrued Rights/Mutual Releases
    99
    General
    9
   
   
 **THIS
TERMINATION AGREEMENT** made
this 17 th day of
December 2004 (this “ **Agreement** ”)
  **AMONG:**
  (1)
    **ELAN
      CORPORATION, PLC**, a
      public limited company incorporated under the laws of Ireland and having
      its registered office at Lincoln House, Lincoln Place, Dublin 2, Ireland
      (“**Elan
      Corp**”);
  (2)
    **ELAN
      INTERNATIONAL SERVICES, LTD.,**an
      exempted limited liability company incorporated under the laws of Bermuda,
      and having its registered office at Clarendon House, 2 Church St.,
      Hamilton, Bermuda (**“EIS”**);
  (3)
    **GENEREX
      BIOTECHNOLOGY CORPORATION**, a
      Delaware corporation having its principal place of business at 33 Harbour
      Square, Suite 202, Toronto, Ontario, Canada M5J 2G2; and
  (4)
    **GENEREX
      (BERMUDA), LTD**,****an
      exempted company incorporated under the laws of Bermuda, and having its
      registered office at Clarendon House, 2 Church St., Hamilton,
      Bermuda.
  **RECITALS:**
  A.
    The
      Parties entered into various agreements whereby Elan Corp, EISand
      JVP established the joint venture company, Newco, and Elan Corp and JVP
      each licensed certain intellectual property to Newco for a specified field
      of use. Specifically:
  (i)
    Elan
      Corp, EIS, JVP and Newco entered into a Subscription, Joint Development
      and Operating Agreement dated 17 January 2001 as amended and restated on
      15 January 2002 (the “**JDOA**”);
  (ii)
    Elan
      Corp and Newco entered into a License Agreement dated 16 January 2001 as
      amended and restated on 15 January 2002 (the “**Elan
      License Agreement**”);
  (iii)
    JVP
      and Newco entered into a License Agreement dated 16 January 2001 as
      amended and restated on 15 January 2002 (the “**JVP License
      Agreement**”);
      and
  (iv)
    Newco,
      JVP and EIS entered into a Registration Rights Agreement with respect to
      the capital stock of Newco dated 16 January 2001 (the “**Newco
      Registration Rights Agreement**”).
  B.
    The
      JDOA, Elan License Agreement, JVP License Agreement, and Newco
      Registration Rights Agreement, are together defined in this Agreement as
      the “**Newco
      Agreements**”.
  C.
    The
      Parties also entered into agreements whereby JVP sold and EIS purchased
      certain securities of JVP and the Parties agreed to certain matters
      related to the ownership of such securities.
  Specifically:
  (i)
    Elan
      Corp, EIS and JVP entered into a Securities Purchase Agreement dated 16
      January 2001 (the “**Securities
      Purchase Agreement**”);
  (ii)
    EIS
      and JVP entered into a Registration Rights Agreement with respect to the
      capital stock of JVP dated 16 January 2001 (the “**JVP
      Registration Rights Agreement**”);
      and
  (iii)
    JVP
      executed and delivered to EIS a Warrant to Purchase Shares dated 16
      January 2001 (the “**Warrant**”).
  D.
    The
      Securities Purchase Agreement and JVP Registration Rights Agreement are
      together defined in this Agreement as the “**Security
      Agreements**”.
   1
  E.
    The
      Parties wish to (i) terminate in full the Newco Agreements as set forth
      below, (ii) set forth their agreement in relation to other matters
      including, inter alia, the transfer of shares by EIS to JVP, and (iii)
      terminate in full the Security Agreements and amend the Warrant as set
      forth below.
  **IN
CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY
ACKNOWLEDGED, IT IS HEREBY AGREED AS FOLLOWS:**
  1 ****
    **DEFINITIONS**
  **Capitalised
terms used in this Agreement shall have the same meanings assigned to them in
the Newco Agreements, unless such terms are expressly defined to the contrary in
this Agreement.**
  “ **Affiliate”** shall
mean any corporation or entity controlling, controlled or under the common
control of any other corporation or entity, excluding, in the case of Elan Corp,
an Elan JV. For the purpose of this definition, (i) “control” shall mean direct
or indirect ownership of fifty percent (50%) or more of the stock or shares
entitled to vote for the election of directors; and (ii) Newco shall not be an
Affiliate of Elan Corp or EIS.
  “ **Effective
Date** ” shall
mean the date of this Agreement.
  **“Elan”** shall
mean Elan Corp and its Affiliates.
  “ **Elan
Improvements** ” shall
mean improvements to the Elan Patents and/or the Elan Know-How, developed (i) by
Elan outside the Project, (ii) by Elan, JVP or Newco or by a third party (under
contract with Newco, Elan or JVP) pursuant to the Project, and/or (iii) jointly
by any combination of Elan, JVP, Newco or a third party (under contract with
Newco, Elan or JVP) pursuant to the Project.
  **“Elan
JV”** shall
mean an entity that Elan and a third party (i) establish or have established;
(ii) take shareholdings in or have a right to take shareholdings in; and (iii)
grant certain licenses in and to certain intellectual property rights for the
purpose of implementing a strategic alliance.
  **“Elan
Know-How”** shall
have the meaning set forth in the Elan Licence Agreement.
  **“Elan
Patents”** shall
have the meaning set forth in the Elan Licence Agreement.
  **“Elan
Trademark(s)”** shall
have the meaning set forth in the Elan Licence Agreement.
  **“Exchange
Right”** has the
meaning assigned to such term in the Certificate of Designations.
  “ **Force
Majeure** ” shall
mean causes beyond a Party’s reasonable control, including, without limitation,
acts of God, fires, strikes, acts of war, or intervention of a governmental
authority.
  “ **JVP** ” shall
mean Generex
Biotechnology Corporation and its Affiliates.
  “ **JVP
Improvements** ” shall
mean improvements to the JVP Patents and/or the JVP Know-How, developed (i) by
JVP outside the Project, (ii) by JVP, Elan or Newco or by a third party (under
contract with Newco, Elan or JVP) pursuant to the Project, and/or (iii) jointly
by any combination of JVP, Elan, Newco or a third party (under contract with
Newco, Elan or JVP) pursuant to the Project.
  “ **JVP
Know-How** ” shall
mean Generex Know-How (as such term is defined in the JVP Licence
Agreement).
  “ **JVP
Patents** ” shall
mean Generex Patents (as such term is defined in the JVP Licence
Agreement).
   2
  “ **JVP
Trademarks** ” shall
mean Generex Trademarks (as such term is defined in the JVP Licence
Agreement).
  “ **Newco** ” shall
mean Generex (Bermuda), Ltd. and its Affiliates.
  “ **Newco
Intellectual Property** ” shall
have the meaning set forth in the JDOA.
  **“Newco
Trademark”** shall
mean Generex (Bermuda), Ltd..
  “ **Party** ” shall
mean Elan
Corp, EIS , JVP or
Newco, as the case may be, and “ **Parties** ” shall
mean all such parties together.
  **“Project”** shall
have the meaning set forth in the JDOA.
  **“Territory”** shall
mean all of
the countries of the world.
  **“United
States Dollar”** and **“US$”** and **“$”** shall
mean the lawful currency of the United States of America.
  2
    **TERMINATION
      OF THE NEWCO AGREEMENTS**
  2.1
    Subject
      to the provisions of Clause 2.2 hereof, the Parties hereby agree to
      terminate the Newco Agreements and the Security Agreements, including
      without limitation, those provisions expressly stated to survive
      termination, in each case with effect from the Effective
    Date.
  All the
provisions of the Newco Agreements and the Security Agreements shall terminate
forthwith with effect from the Effective Date and be of no further legal force
or effect.
  2.2
    For
      the avoidance of doubt and without prejudice to the generality of the
      foregoing Clause 2.1, the Parties hereby acknowledge and agree as follows
      as of the Effective Date:
  2.2.1
    the
      Management Committee (as such term is defined in the JDOA) shall be
      dissolved forthwith with effect from the Effective Date and thereby cease
      to have any function;
  2.2.2
    the
      EIS Director, Seamus Mulligan,holding
      office with Newco immediately prior to the Effective Date,
      shall resign;
  2.2.3
    the
      nominees on the Management Committee of Elan shall be deemed to have been
      removed from the Management Committee by Elan immediately prior to the
      dissolution of the Management Committee;
  2.2.4
    all
      rights granted to Newco pursuant to the Elan License Agreement to use the
      Elan Patents, the Elan Know-How, the Elan Improvements and the ElanTrademark(s)
      shallterminate forthwith;
  2.2.5
    all
      rights granted to Newco pursuant to the JVP License Agreement to use the
      JVP Patents, the JVP Know-How, the JVP Improvements and the JVP
      Trademark(s) shall terminate forthwith;
  2.2.6
    with
      effect from the Effective Date, neither JVP nor Newco shall have any
      rights in or to the Elan Patents, the Elan Know-How, the Elan Improvements
      and/or the Elan Trademark(s) and/or any other patents, know-how or any
      other intellectual property rights whatsoever of
Elan;
  2.2.7
    with
      effect from the Effective Date, neither Elan nor Newco shall not have any
      rights in or to the JVP Patents, the JVP Know-How, the JVP Improvements
      and/or the JVP Trademarks and/or any other patents, know-how or any other
      intellectual property rights whatsoever of
JVP;
   3
  2.2.8
    the
      Parties shall terminate or shall cause to be terminated any and all
      research and development work being conducted in connection with or
      pursuant to any R&D Program of Newco, the Newco Agreements, or
      otherwise on behalf of Newco;
  2.2.9
    the
      Parties shall terminate or cause to be terminated any and all technical
      services and assistance being conducted in connection with the Newco
      Agreements;
  2.2.10
    for
      the avoidance of doubt, none of the Parties shall have any obligation to
      provide working capital, research or development funding, or other funding
      or financing of any nature to Newco;
  2.2.11
    Elanshallnothave any obligation to pay any milestone payment or make any milestone
      investment to or in Newco or JVP whether relating to the Project, the
      achievement of any objectives set forth therein or
    otherwise.
  2.3
    Each
      of the Parties acknowledges and agrees with the other Parties that, as of
      the Effective Date, no monies are owed or are refundable by any of the
      Parties to the others pursuant to the Newco
Agreements.
  For the
avoidance of doubt, the Parties acknowledge that Newco is liable to pay any fees
due and owing to Codan Corporate Administrative Services upon the Effective
Date, and thereafter.
  3
    **REPRESENTATIONS,
      WARRANTIES, CONFIRMATIONS AND
INDEMNITIES**
  3.1
    **Sub-licenses**
  Newco
represents and warrants to the other Parties that it has not granted any
sub-licences or any other rights of any nature to any third parties pursuant to
the Elan License Agreement or the JVP License Agreement.
  3.2
    **JVP
      Shares**
  JVP
confirms to the other Parties that it is the legal and beneficial owner of
(i) 6000 Common Shares (as defined in the JDOA and (ii) 3,612 Preference
Shares (as defined in the JDOA).
  3.3
    **EIS
      Shares**
  EIS  confirms
to the other Parties that it is the legal and beneficial owner of 2,388
Preference Shares (the “ **EIS
Shares** ”).
  3.4
    **Third
      party agreements / Orders / Claims**
  3.4.1
    Each
      of the Parties confirms to the other Parties hereto that, as of the
      Effective Date, to its actual knowledge, Newco is not a party to, or bound
      by, any judgment, order, decree or other directive of or stipulation with
      any court or any governmental or regulatory
authority.
  3.4.2
    Each
      of the Parties confirms to the other Parties hereto that, as of the
      Effective Date, to its actual knowledge, Newco is not a party to, or bound
      by, or is a third party beneficiary of any agreement with any third party
      except for the Newco Agreements.
  3.4.3
    Each
      of the Parties confirms to the other Partieshereto
      that, as of the Effective Date, to its actual knowledge, there are no
      claims, suits or proceedings pending or threatened against
      Newco.
  3.5
    **Regulatory
      Applications**
  Each of
the Parties confirms to the
other Parties that,
prior to and as of the Effective Date, no regulatory applications have been
filed by Newco or by any Party with any government authority in any part of the
world with
respect to the Newco
Intellectual Property or otherwise howsoever in relation to the
Project.
   4
  3.6
    **Exclusion
      of warranties / liability**
  **WITH
REFERENCE TO THE TRANSFER BY EIS TO JVP OF THE EIS SHARES AS PROVIDED BY CLAUSE
6 ON THE EFFECTIVE DATE (BUT WITHOUT PREJUDICE TO EIS’S OBLIGATION UNDER CLAUSE
6.1.1 HEREOF TO TRANSFER THE EIS SHARES TO JVP FREE FROM ALL LIENS, CHARGES AND
ENCUMBRANCES), THE PARTIES ACKNOWLEDGE AND AGREE THAT EIS AND ITS AFFILIATES
MAKE NO REPRESENTATION OR WARRANTY OF ANY NATURE TO JVP OR ANY OTHER PERSON IN
RELATION TO NEWCO OR ANY OF ITS AFFAIRS PAST, PRESENT OR
FUTURE.**
  **JVP
ACKNOWLEDGES THAT IT IS ENTERING INTO THIS AGREEMENT IN RELIANCE EXCLUSIVELY ON
ITS OWN BUSINESS JUDGEMENT, THE INFORMATION WHICH HAS BEEN AVAILABLE TO IT AS A
SHAREHOLDER OF NEWCO AND OTHERWISE AND ON THE DUE DILIGENCE IT HAS CARRIED OUT
IN RELATION TO NEWCO.**
  **EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, CONDITIONS OR
REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE HEREBY
EXPRESSLY EXCLUDED BY THE PARTIES.**
  **NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANY
OTHER PARTY BY REASON OF ANY REPRESENTATION OR WARRANTY, CONDITION OR OTHER TERM
OR ANY DUTY OF COMMON LAW, OR UNDER THE EXPRESS TERMS OF THIS AGREEMENT, FOR ANY
CONSEQUENTIAL SPECIAL OR INCIDENTAL OR PUNITIVE LOSS OR DAMAGE (WHETHER FOR LOSS
OF CURRENT OR FUTURE PROFITS, LOSS OF ENTERPRISE VALUE OR OTHERWISE) AND WHETHER
OCCASSIONED BY THE NEGLIGENCE OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES OR
AGENTS OR OTHERWISE.**
  3.7
    **Organization
      and authority**
  Each of
the Parties represents and warrants to the other Parties that it is a
corporation duly organised and validly existing under the laws of its
jurisdiction of organisation and has all the requisite corporate power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby.
  3.8
    **Investment
      Representations**
  JVP
hereby represents and warrants to the
other Parties that, as
of the Effective Date, (i) it is sophisticated in transactions of this type and
capable of evaluating the merits and risks of its investment in Newco, (ii) it
has not been formed solely for the purpose of making this investment and is
acquiring the EIS Shares for investment for its own account, not as a nominee or
agent, and not with the view to, or for resale in connection with, any
distribution of any part thereof, and no other person has a direct or indirect
interest, beneficial or otherwise in the EIS Shares, (iii) it understands that
the EIS Shares have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or applicable state and foreign securities laws
by reason of a specific exemption from the registration provisions of the
Securities Act and applicable state and foreign securities laws, the
availability of which depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of its representations as expressed
herein and (iv) it understands that no public market now exists for any of the
EIS Shares and that there is no assurance that a public market will ever exist
for such shares.
  3.9
    **Trademark
      Applications**
  JVP
represents and warrants to the other Parties that Newco and
JVP have not
filed for any trademark protection and/or have not adopted any new trademark,
apart from the Newco Trademark, in connection with Newco’s business
or any product or service provided thereunder.
   5
  3.10
    **Representation
      and Warranties as of the Effective Date**
  Except
where expressly stated otherwise, each of the representations and warranties in
this Agreement are made as of the Effective Date.
  4****
    **INTELLECTUAL
      PROPERTY**
  4.1****
    **Ownership**
  On and
following the Effective Date:
  4.1.1
    For
      the avoidance of doubt, the Elan Patents, the Elan Know-How, the Elan
      Improvements and/or the Elan Trademark(s) shall remain the sole and
      exclusive property of Elan.
  Elan
confirms that no Elan Improvements were developed pursuant to the Project, or
otherwise pursuant to the Newco Agreements.
  4.1.2
    For
      the avoidance of doubt, the JVP Patents, the JVP Know-How, the JVP
      Improvements and/or the JVP Trademarks shall remain the sole and exclusive
      property of JVP.
  JVP
confirms that no JVP Improvements were developed pursuant to the Project, or
otherwise pursuant to the Newco Agreements.
  4.1.3
    The
      Parties confirm that no Newco Intellectual Property was developed pursuant
      to the Project, or otherwise pursuant to the Newco
    Agreements.
  5
    **RIGHTS
      RELATED TO SECURITIES**
  5.1
    Except
      as otherwise provided in this Agreement, nothing contained herein shall
      constitute a waiver of any right of Elan Corp, or EIS or any of their
      respective successors and assigns with respect to their respective
      ownership of securities in JVP under any agreements of any kind in
      existence with JVP with respect thereto, which agreements are not
      specifically terminated pursuant to Clause 2.1
hereof.
  5.2
    Section
      5(b)(i) of the Warrant is amended by deleting the first and second
      sentence of such subsection and substituting the following: “This Warrant
      may be transferred in whole or in part by the Holder.” In addition,
      Section 5(b)(iii) of the Warrant is
deleted.
  5.3
    EISand its Affiliateshereby covenants to use commercially reasonable efforts to cooperate with
      JVP to cause an amendment to the Certificate of Incorporation of JVP to be
      approved to effect the elimination of the Exchange Right, including,
      without limitation, voting all of its shares of JVP’s capital stock owned
      thereby in favor of a proposal relating to such an amendment of JVP’s
      charter.
  5.4
    EIS
      represents and warrants that Elan Pharmaceutical Investments III, Ltd. is
      the sole legal and beneficial owner of the Warrant; provided however that
      Elan Pharmaceutical Investments III, Ltd. has, or intends to, enter into a
      Securities Purchase Agreement under which it will sell the
      Warrant.
  6 ****
    **SALE
      OF SHARES AND COMPLETION**
  6.1
    Subject
      to the terms of this Agreement:
   6
  6.1.1
    EIS
      shall sell as legal and beneficial owner and JVP shall purchase, free from
      all liens, charges and encumbrances and together with all rights now or
      hereafter attaching to them, the EIS Shares;and
  6.1.2
    the
      EIS Shares will be sold by EIS to JVP foratotalconsideration
      of $1.00 (the “**Consideration**”).
  6.2
    On
      the Effective Date, Elan and JVP shall take or (to the extent that the
      same is within its powers) cause to be taken the following steps prior to
      or at directors and shareholders meetings of Newco, or such other
      meetings, as appropriate:
  6.2.1
    the
      delivery by EIS to JVP of a stock transfer form in respect of the EIS
      Shares duly executed by EIS in favour of JVP or as it may direct together
      with the related share certificates;
  6.2.2
    the
      payment by JVP to EIS of the Consideration;
  6.2.3
    the
      resignation of the EIS Director on Newco’s Board of
    Directors;
  6.2.4
    the
      modification, as appropriate, by board resolutions of Newco of matters
      such as the removal of EIS as book keeper for Newco, the removal of EIS
      representatives as authorised signatories of Newco’s bank account, the
      resignation of the Company Secretary and any other related matters
      whatsoever;
  6.2.5
    any
      other steps required by thisAgreement.
  7****
    **CONFIDENTIALITY**
  7.1
    **Confidentiality**
  7.1.1
    The
      Parties agree that it may be necessary pursuant to this Agreement, from
      time to time, to disclose to each other confidential and proprietary
      information, including without limitation, inventions, trade secrets,
      specifications, designs, data, know-how and other proprietary information,
      processes, services and business of the disclosing
  Party.
  The
foregoing together with the terms of this Agreement shall be referred to
collectively as “ **Additional
Confidential Information** ”.
  The
Parties also agree that it may have been necessary to disclose to each other
Confidential Information (as defined in the JDOA) pursuant to the Newco
Agreements.
  Together
Additional Confidential Information and Confidential Information shall be
referred to collectively as “ **Proprietary
Information** ”.
  7.1.2
    Save
      as otherwise specifically provided herein, and subject to Clause 7.2 and
      7.3, each Party shall disclose Proprietary Information ofanotherParty only to those employees, representatives and agents requiring
      knowledge thereof in connection with fulfilling the Party’s obligations
      under this Agreement, and not to any other third
party.
  Each
Party further agrees to inform all such employees, representatives and agents of
the terms and provisions of this Agreement relating to Proprietary Information
and their duties hereunder and to obtain their agreement hereto as a condition
of receiving Proprietary Information.
  Each
Party shall exercise the same standard of care as it would itself exercise in
relation to its own confidential information (but in no event less than a
reasonable standard of care) to protect and preserve the proprietary and
confidential nature of the Proprietary Information disclosed to it by another  Party.
   7
  Each
Party shall promptly, upon request of another Party,
return all documents and any copies thereof containing Proprietary Information
belonging to, or disclosed by, such Party,
save that it may retain one copy of the same solely for the purposes of ensuring
compliance with this Clause 7.
  7.1.3
    Any
      breach of this Clause 7 by any person informed by one of the Parties is
      considered a breach by the Party itself.
  7.1.4
    Proprietary
      Information shall be deemed not to include:
  (a)
    information
      which is in the public domain;
  (b)
    information
      which is made public through no breach of this
  Agreement;
  (c)
    information
      which is independently developed by a Party, as evidenced by such Party’s
      records;
  (d)
    information
      that becomes available to a receiving Party on a non-confidential basis,
      whether directly or indirectly, from a source other thananotherParty, which source did not acquire this information on a confidential
      basis.
  7.1.5
    The
      provisions relating to confidentiality in this Clause 7 shall remain in
      effect during the term of this Agreement, and for a period of 10 years
      following the Effective Date of this
Agreement.
  7.1.6
    The
      Parties agree that the obligations of this Clause 7 are necessary and
      reasonable in order to protect the Parties’ respective businesses, and
      each Party agrees that monetary damages may be inadequate to compensate a
      Party for any breach byanotherParty of its covenants and agreements set forth herein.
  The
Parties agree that any violation
or threatened violation under
this Clause 7 may
cause irreparable injury to a Party and that, in addition to any other remedies
that may be available, in law and equity or otherwise, each Party shall be
entitled to seek injunctive relief against the threatened breach of the
provisions of this Clause 7, or a continuation of any such breach by another Party,
specific performance and other equitable relief to redress such breach together
with damages and reasonable counsel fees and expenses to enforce its rights
hereunder.
  7.2****
    **Announcements**
  7.2.1
    Subject
      to Clause 7.3, no announcement or public statement concerning the
      existence, subject matter or any term of this Agreementshall
      be made by or on behalf of any Party without the prior written approval of
      the other Party or Parties.
  The terms
of any such announcement shall be agreed in good faith by the
Parties.
  7.3****
    **Required
      Disclosures**
  7.3.1
    A
      Party (the “**Disclosing
      Party**”)
      will be entitled to make an announcement or public statement concerning
      the existence, subject matter or any term of this Agreement, or to
      disclose Proprietary Information that the Disclosing Party is required to
      make or disclose pursuant to:
  (a)
    a
      valid order of a court or governmental authority;
or
  (b)
    any
      other requirement of law or any securities or stock
    exchange;
  provided
that if the Disclosing Party becomes legally required to make such announcement,
public statement or disclosure hereunder, the Disclosing Party shall give the
other Party or Parties prompt notice of such fact to enable the other Party or
Parties to seek a protective order or other appropriate remedy concerning any
such announcement, public statement or disclosure.
   8
  The
Disclosing Party shall fully co-operate with the other Party or Parties in
connection with that other Party’s or Parties’ efforts to obtain any such order
or other remedy.
  If any
such order or other remedy does not fully preclude announcement, public
statement or disclosure, the Disclosing Party shall make such announcement,
public statement or disclosure only to the extent that the same is legally
required.
  Elan Corp
and EIS acknowledge that rules of the Securities and Exchange Commission and
NASDAQ Stock Market will require JVP to disclose this agreement and its effect
by publicly accessible filings with the Securities and Exchange Commission on
form 8-K within 4 business days after the Effective Date.
  7.3.2
    Each
      of the Parties shall be entitled to provide a copy of this Agreement (and
      any subsequent amendments hereto) and the Newco Agreements to a potential
      third party purchaser in connection with Clause 9.2.1(b);**provided
      that**the
      relevant third party purchaser or assignee has entered into a
      confidentiality agreement on terms no less protective than the terms of
      this Clause 7.
  8****
    **WAIVER
      OF ACCRUED RIGHTS/MUTUAL RELEASES**
  8.1
    With
      effect from the Effective Date, each Partyand each of its Affiliates (“**Releasor**”):
  8.1.1
    waives
      any accrued rights thatReleasor
      may have accrued against the other Parties and each of its Affiliates,
      officers, directors, representative, agents and employees and the assigns
      and successors in interest of any of the foregoing entities (“**Releasees**”),
      whether known or unknown,foreseen
      or unforeseen, fixed or contingent, of any nature whatsoeverfrom the beginning of time to the Effective Date under the Newco
      Agreements and the Security Agreements;and
  8.1.2
    fully
      and finally releases and dischargestheReleaseesfromany andallmanner
      of actions, claims, promises, debts, sums of money, demands,obligations,
      in law or in equity,directly
      or indirectly, whether known or unknown,foreseen
      or unforeseen,fixed
      or contingent, of any nature whatsoever that Releasor may have by reason
      of any act, omission, matter, provision, cause or thing whatsoever from
      the beginning of time to the Effective Date under the Newco Agreements and
      the Security Agreements.
  8.2
    For
      the avoidance of doubtthe
      provisions of this Clause8
      shall not in any way act as a waiver by any of the Parties in respect of
      any of the provisions set forth in this Agreement or the
      Warrant.
  9 ****
    **GENERAL**
  9.1
    **Governing
      law and jurisdiction**
  9.1.1
    This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of New York without regard to conflicts of law principles
      under the laws of the State of New York.
  9.1.2
    For
      the purposes of this Agreement, the Parties submit to the nonexclusive
      jurisdiction of the State and Federal Courts of New
  York.
  9.2 ****
    **Assignment**
  9.2.1
    This
      Agreement shall not be assigned by any Party without the prior written
      consent of the others, save that any Party:
   9
  (a)
    may
      assign this Agreement in whole or in part and delegate its duties
      hereunder to its Affiliate or Affiliates without such consent;
      and
  (b)
    may
      assign its rights and obligations to a successor (whether by merger,
      consolidation, reorganisation or other similar event) or purchaser of all
      or substantially all of its assets relating to such Party’s technology
      related to this Agreement, provided that such successor or purchaser has
      agreed in writing to assume all of such Party’s rights and obligations
      hereunder and a copy of such assumption is provided to the other
      Parties.
  9.3
    **Notices**
  9.3.1
    Any
      notice to be given under this Agreement shall be sent in writing in
      English by registered airmail, internationally recognized courier or
      telefaxed to the following addresses:
  If to
Newco at:
  Newco
Limited
 Clarendon
House
 2 Church
St.
 Hamilton
 Bermuda
 
 Attention:  President
  with a
copy to JVP at:
  Generex
Biotechnology Corporation
 33
Harbour Square, Suite 202
 Toronto,
Ontario
 Canada
M5J 2G2
 
 Attention:  Chief
Executive Officer
 Telephone:  416-364-8288
 Fax:   416-364-8782
 
 If to JVP
at:
 
 Generex
Biotechnology Corporation
 33
Harbour Square, Suite 202
 Toronto,
Ontario
 Canada
M5J 2G2
 
 Attention:  Chief
Executive Officer
 Telephone:  416-364-8288
 Fax:   416-364-8782
 
 with a
copy to:
 
 Eckert
Seamans Cherin & Mellott, LLC
 1515
Market Street
 9 th Floor
 Philadelphia
PA 19102
 
 Attention:  Gary A.
Miller, Esq
 
 If to
Elan Corp or EIS at:
 
 Elan
Corporation, plc
 Elan
International Services, Ltd.
 c/o Elan
International Services, Ltd.
 102 St.
James Court
 Flatts,
 Smiths
FL04
 Bermuda
  Attention:  Secretary
 Telephone:  441 292
9169
 Fax:   441 292
2224
  
 10
 or to
such other address(es) and telefax numbers as may from time to time be notified
by any Party to the others hereunder.
  9.3.2
    Any
      notice sent by mail shall be deemed to have been delivered within seven
      (7) working days after dispatch or delivery to the relevant courier and
      notice sent by fax shall be deemed to have been delivered upon
      confirmation receipt. Notice of change of address shall be effective upon
      receipt.
  9.4
    **Waiver**
  No waiver
of any right under this Agreement shall be deemed effective unless contained in
a written document signed by the Party charged with such waiver, and no waiver
of any breach or failure to perform shall be deemed to be a waiver of any future
breach or failure to perform or of any other right arising under this
Agreement.
  9.5****
    **Severability**
  If any
provision in this Agreement is agreed by the Parties to be, or is deemed to be,
or becomes invalid, illegal, void or unenforceable under any law that is
applicable hereto:
  9.5.1
    such
      provision will be deemed amended to conform to applicable laws so as to be
      valid and enforceable; or
  9.5.2
    if
      it cannot be so amended without materially altering the intention of the
      Parties, it will be deleted, with effect from the date of this Agreement
      or such earlier date as the Parties may agree, and the validity, legality
      and enforceability of the remaining provisions of this Agreement shall not
      be impaired or affected in any way.
  9.6
    **Further
      Assurances**
  At the
request of any of the Parties, the other Party or Parties shall (and shall use
reasonable efforts to procure that any other necessary parties shall) execute
and perform all such documents, acts and things as may reasonably be required
subsequent to the signing of this Agreement for assuring to or vesting in the
requesting Party the full benefit of the terms hereof.
  9.7
    **Successors**
  This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective successors and permitted assigns.
  9.8
    **Amendments**
  No
amendment, modification or addition hereto shall be effective or binding on any
Party unless set forth in writing and executed by a duly authorized
representative of each Party.
  9.9
    **Counterparts**
  This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute this Agreement.
   11
  9.10
    **Costs**
  Each
Party shall bear its own costs and expenses in connection with the transactions
contemplated by this Agreement.
  9.11
    **Force
      Majeure**
  Neither
Party to this Agreement shall be liable for failure or delay in the performance
of any of its obligations hereunder if such failure or delay results from Force
Majeure, but any such failure or delay shall be remedied by such Party as soon
as practicable .
  9.12
    **Relationship
      of the Parties**
  The
Parties are independent contractors under this Agreement. Nothing herein
contained shall be deemed to create or establish an employment, agency, joint
venture, or partnership relationship between the Parties or any of their agents
or employees, or any other legal arrangement that would impose liability upon
one Party for the act or failure to act of another Party.
  No Party
shall have any express or implied power to enter into any contracts, commitments
or negotiations or to incur any liabilities in the name of, or on behalf of, another Party,
or to bind another Party in
any respect whatsoever.
  9.13
    **Entire
      agreement**
  9.13.1
    ThisAgreement sets forth all of the agreements and understandings between the
      Parties with respect to the subject matter hereof. There are no agreements
      or understandings with respect to the subject matter hereof, either oral
      or written, between the Parties other than as set forth in this
      Agreement.
  9.13.2
    No
      provision of this Agreement shall be construed so as to negate, modify or
      affect in any way the provisions of any other agreement between the
      Parties unless specifically provided herein and only to the extent so
      specified.
  **THE
REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.**
  
 
 12
 
 **IN
WITNESS WHEREOF** the
Parties have executed this Agreement.
 
  **SIGNED**By:for
      and on behalf of
      **ELAN
      CORPORATION, PLC**
  **SIGNED**By:for
      and on behalf of**ELAN INTERNATIONAL SERVICES,
      LTD.**
  **SIGNED**By:
    /s/ Anna E. Gluskinfor
      and on behalf of**GENEREX (BERMUDA),
LTD**
 **SIGNED**By:
    /s/ Rose C. Perrifor
      and on behalf of**GENEREX BIOTECHNOLOGY
      CORPORATION**
   13
   **DATED
17 DECEMBER 2004**
 
 
 **(1)
      ELAN CORPORATION, PLC**
      
      
      **(2)
      ELAN INTERNATIONAL SERVICES, LTD**
      
      
      **(3)
      GENEREX BIOTECHNOLOGY CORPORATION**
      
      
      **AND**
      
      
      **(4)
      GENEREX (BERMUDA), LTD.**
 
 
 
 
 **TERMINATION
AGREEMENT**
 
 
 
 
 
 
 
 
 
 
 
 
 MATHESON
ORMSBY PRENTICE
 30
Herbert Street
 Dublin
2
 Ireland
 
 TEL + 353 1
619 9000
 FAX + 353 1
619 9010
 \MOP_DUBLIN\1081878.5