**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**

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**(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**

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**(Address      of principal executive offices)**

**416/364-2551**

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

**Not      applicable**

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**(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 -                                                                                        |   |
|   April                30, 2007 and July 31, 2006                                                                                     | 1      |
|                                                                                                                                            |   |
|   Consolidated                Statements of Operations -- for the three and nine month                                                |   |
|   periods                ended April 30, 2007 and 2006, and cumulative from                                                           |   |
|   November                2, 1995 to April 30, 2007                                                                                   | 2      |
|                                                                                                                                            |   |
|   Consolidated                Statements of Cash Flows -- For the nine month                                                          |   |
|   periods                ended April 30, 2007 and 2006, and cumulative from                                                           |   |
|   November                2, 1995 to April 30, 2007                                                                                   | 3      |
|                                                                                                                                            |   |
|   Notes                to Consolidated Financial Statements                                                                           | 4      |
|                                                                                                                                            |   |
| Item                2. Management's                Discussion and Analysis of Financial Condition and Results of                Operations | 13     |
|                                                                                                                                            |   |
| Item                3. Quantitative                and Qualitative Disclosures About Market Risk                                           | 22     |
|                                                                                                                                            |   |
| Item                4. Controls                and Procedures                                                                              | 23     |
|                                                                                                                                            |   |
| PART                II: OTHER INFORMATION                                                                                                       |   |
|                                                                                                                                            |   |
| Item                1. Legal                Proceedings                                                                                    | 23     |
|                                                                                                                                            |   |
| Item                1A. Risk                Factors                                                                                        | 23     |
|                                                                                                                                            |   |
| Item                2. Unregistered                Sales of Equity Securities and Use of Proceeds                                          | 24     |
|                                                                                                                                            |   |
| Item                3. Defaults                Upon Senior Securities                                                                      | 24     |
|                                                                                                                                            |   |
| Item                4. Submission                of Matters to a Vote of Security Holders                                                  | 24     |
|                                                                                                                                            |   |
| Item                5. Other                Information                                                                                    | 24     |
|                                                                                                                                            |   |
| Item                6. Exhibits                                                                                                            | 25     |
|                                                                                                                                            |   |
| Signatures                                                                                                                                 | 30     |

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**PART      I. FINANCIAL INFORMATION**

**Item      1. Financial Statements**

**GENEREX        BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A        DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED        BALANCE SHEETS**

|                                                                                                                                                                                                                                                                                         |   |    |   | April                  30, |   | July                    31 |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|--------|----------------------------|--------|----------------------------|--------|
|                                                                                                                                                                                                                                                                                         |   |    |   | 2007                       |   | 2006                       |   |
|                                                                                                                                                                                                                                                                                         |   |    |   | (Unaudited)                |   |                            |   |
| ASSETS                                                                                                                                                                                                                                                                                  |   |              |   |                       |   |                       |   |
| Current                  Assets:                                                                                                                                                                                                                                                             |   |    |   |                       |   |                       |   |
| Cash                  and cash equivalents                                                                                                                                                                                                                                                   |   |         |   |                       | $      | 25,813,492                 |   | $ | 38,208,493 |   |
| Short-term                  investments                                                                                                                                                                                                                                                      |   |         |   |                       |   | 14,347,782                 |   |   | 14,372,653 |   |
| Accounts                  receivable                                                                                                                                                                                                                                                         |   |         |   |                       |   | 85,705                     |   |   | — |   |
| Inventory                                                                                                                                                                                                                                                                                    |   |         |   |                       |   | 47,885                     |   |   | — |   |
| Other                  current assets                                                                                                                                                                                                                                                        |   |         |   |                       |   | 374,390                    |   |   | 237,752 |   |
| Total                  Current Assets                                                                                                                                                                                                                                                   |   |         |   |                       |   | 40,669,254                 |   |   | 52,818,898 |   |
|                                                                                                                                                                                                                                                                                         |   |         |   |                       |   |                       |   |   |   |   |
| Property                  and Equipment, Net                                                                                                                                                                                                                                                 |   |         |   |                       |   | 2,212,145                  |   |   | 2,585,744 |   |
| Assets                  Held for Investment, Net                                                                                                                                                                                                                                             |   |         |   |                       |   | 3,559,744                  |   |   | 3,602,773 |   |
| Patents,                  Net                                                                                                                                                                                                                                                                |   |         |   |                       |   | 4,939,316                  |   |   | 5,097,827 |   |
|                                                                                                                                                                                                                                                                                         |   |         |   |                       |   |                       |   |   |   |   |
| TOTAL                  ASSETS                                                                                                                                                                                                                                                           |   |         |   |                       | $      | 51,380,459                 |   | $ | 64,105,242 |   |
|                                                                                                                                                                                                                                                                                         |   |         |   |                       |   |                       |   |   |   |   |
| LIABILITIES                  AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                                                             |   |         |   |                       |   |                       |   |   |   |   |
|                                                                                                                                                                                                                                                                                         |   |         |   |                       |   |                       |   |   |   |   |
| Current                  Liabilities:                                                                                                                                                                                                                                                        |   |         |   |                       |   |                       |   |   |   |   |
| Accounts                  payable and accrued expenses                                                                                                                                                                                                                                       |   |         |   |                       | $      | 6,663,668                  |   | $ | 5,444,790 |   |
| Deferred                  revenue                                                                                                                                                                                                                                                            |   |         |   |                       |   | 27,141                     |   |   | — |   |
| Current                  maturities of long-term debt                                                                                                                                                                                                                                        |   |         |   |                       |   | 79,367                     |   |   | 428,059 |   |
| Convertible                  Debentures, Net of Debt Discount of $-0- and $608,737                                                                                                                                                                                                           |   |         |   |                       |   |                       |   |   |   |   |
| at                  April 30, 2007 and July 31, 2006, respectively                                                                                                                                                                                                                           |   |         |   |                       |   | 24,369                     |   |   | 160,494 |   |
| Total                  Current Liabilities                                                                                                                                                                                                                                              |   |         |   |                       |   | 6,794,545                  |   |   | 6,033,343 |   |
|                                                                                                                                                                                                                                                                                         |   |         |   |                       |   |                       |   |   |   |   |
| Long-Term                  Debt, Net                                                                                                                                                                                                                                                         |   |         |   |                       |   | 2,943,944                  |   |   | 2,608,105 |   |
|                                                                                                                                                                                                                                                                                         |   |         |   |                       |   |                       |   |   |   |   |
| Commitments                  and Contingencies                                                                                                                                                                                                                                               |   |         |   |                       |   |                       |   |   |   |   |
|                                                                                                                                                                                                                                                                                         |   |         |   |                       |   |                       |   |   |   |   |
| Stockholders’                  Equity:                                                                                                                                                                                                                                                 |   |         |   |                       |   |                       |   |   |   |   |
| Special                  Voting Rights Preferred Stock, $.001 par value;                                                                                                                                                                                                                     |   |         |   |                       |   |                       |   |   |   |   |
| authorized                      1,000 shares at April 30, 2007 and July 31, 2006; -0- and 1,000                      shares                      issued and outstanding at April 30, 2007 and July 31, 2006,                      respectively                                               |   |         |   |                       |   | —                    |   |   | 1 |   |
| Common                        stock, $.001 par value; authorized 500,000,000 shares at                        April 30, 2007                        and July 31, 2006; 108,941,789 and 107,398,360 shares issued                        and                        outstanding, respectively |   |         |   |                       |   | 108,941                    |   |   | 107,397 |   |
| Additional                  paid-in capital                                                                                                                                                                                                                                                  |   |         |   |                       |   | 245,834,758                |   |   | 243,097,627 |   |
| Deficit                  accumulated during the development stage                                                                                                                                                                                                                            |   |         |   |                       |   | (205,067,346               | )      |   | (188,495,312 | ) |
| Accumulated                  other comprehensive income                                                                                                                                                                                                                                      |   |         |   |                       |   | 765,617                    |   |   | 754,081 |   |
| Total                  Stockholders’ Equity                                                                                                                                                                                                                                       |   |         |   |                       |   | 41,641,970                 |   |   | 55,463,794 |   |
|                                                                                                                                                                                                                                                                                         |   |         |   |                       |   |                       |   |   |   |   |
| TOTAL                  LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                                                                       |   |         |   |                       | $      | 51,380,459                 |   | $ | 64,105,242 |   |

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**GENEREX          BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A          DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED          STATEMENTS OF OPERATIONS**

|                                                  |   |                                          |        |                                         |   |                                         |   |        |        | Cumulative                    From   |   |
|-------------------------------------------------------|--------|-----------------------------------------------|-------------|----------------------------------------------|--------|----------------------------------------------|--------|-------------|-------------|-------------------------------------------|--------|
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        | November                    2, 1995  |   |
|                                                  |   | For                    the Three Months Ended |        | For                    the Nine Months Ended |   | (Date                    of Inception)  |   |
|                                                  |   | April                    30,                  |        | April                    30,                 |   | April                    30,            |   |
|                                                  |   | 2007                                          |        | 2006                                         |   | 2007                                         |   | 2006        |        | 2007                                 |   |
|                                                  |   | (Unaudited)                                   |        | (Unaudited)                                  |   | (Unaudited)                                  |   | (Unaudited) |        |  (Unaudited)                         |   |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                 |   |
| Revenues                                              |   | $                                             | 11,939      |                                         | $      | 43,750                                       |   | $           | 196,867     |                                      | $      | 131,250 |   | $ | 2,391,163 |   |
| Sales                    discounts                    |   |                                          | (979        | )                                            |   | —                                      |   |        | (1,481      | )                                         |   | — |   |   | (1,481 | ) |
| Net                    Revenue                        |   |                                          | 10,960      |                                         |   | 43,750                                       |   |        | 195,386     |                                      |   | 131,250 |   |   | 2,389,682 |   |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Cost                    of Goods Sold                 |   |                                          | 16,039      |                                         |   | —                                      |   |        | 69,020      |                                      |   | — |   |   | 69,020 |   |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Operating                    Expenses:                |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Research                    and development           |   |                                          | 4,177,070   |                                         |   | 1,635,238                                    |   |        | 8,373,393   |                                      |   | 3,939,432 |   |   | 69,846,231 |   |
| Research                    and development -         |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| related                    party                      |   |                                          | —     |                                         |   | —                                      |   |        | —     |                                      |   | — |   |   | 220,218 |   |
| Selling                    and marketing              |   |                                          | 73,503      |                                         |   | —                                      |   |        | 214,089     |                                      |   | 13,000 |   |   | 270,117 |   |
| General                    and administrative         |   |                                          | 3,750,420   |                                         |   | 2,299,011                                    |   |        | 9,003,615   |                                      |   | 7,361,054 |   |   | 86,725,291 |   |
| General                    and administrative -       |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| related                    party                      |   |                                          | —     |                                         |   | —                                      |   |        | —     |                                      |   | — |   |   | 314,328 |   |
| Total                    Operating Expenses      |   |                                          | 8,000,993   |                                         |   | 3,934,249                                    |   |        | 17,591,097  |                                      |   | 11,313,486 |   |   | 157,376,185 |   |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Operating                    Loss                     |   |                                          | (8,006,072  | )                                            |   | (3,890,499                                   | )      |        | (17,464,731 | )                                         |   | (11,182,236 | ) |   | (155,055,523 | ) |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Other                    Income (Expense):            |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Miscellaneous                    income (expense)     |   |                                          | —     |                                         |   | —                                      |   |        | —     |                                      |   | 500 |   |   | 196,193 |   |
| Income                    from Rental Operations, net |   |                                          | 33,262      |                                         |   | 42,506                                       |   |        | 120,197     |                                      |   | 78,346 |   |   | 439,560 |   |
| Interest                    income                    |   |                                          | 514,272     |                                         |   | 241,053                                      |   |        | 1,719,169   |                                      |   | 257,149 |   |   | 5,881,247 |   |
| Interest                    expense                   |   |                                          | (203,480    | )                                            |   | (17,227,595                                  | )      |        | (709,507    | )                                         |   | (32,458,126 | ) |   | (43,137,883 | ) |
| Loss                    on extinguishment of debt     |   |                                          | (56,337     | )                                            |   | (10,938,959                                  | )      |        | (237,162    | )                                         |   | (11,872,942 | ) |   | (14,134,068 | ) |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Net                    Loss Before Undernoted         |   |                                          | (7,718,355  | )                                            |   | (31,773,494                                  | )      |        | (16,572,034 | )                                         |   | (55,177,309 | ) |   | (205,810,474 | ) |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Minority                    Interest Share of Loss    |   |                                          | —     |                                         |   | —                                      |   |        | —     |                                      |   | — |   |   | 3,038,185 |   |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Net                    Loss                           |   |                                          | (7,718,355  | )                                            |   | (31,773,494                                  | )      |        | (16,572,034 | )                                         |   | (55,177,309 | ) |   | (202,772,289 | ) |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Preferred                    Stock Dividend           |   |                                          | —     |                                         |   | —                                      |   |        | —     |                                      |   | — |   |   | 2,295,057 |   |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Net                    Loss Available to Common       |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Shareholders                                          |   | $                                             | (7,718,355  | )                                            | $      | (31,773,494                                  | )      | $           | (16,572,034 | )                                         | $      | (55,177,309 | ) | $ | (205,067,346 | ) |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Basic                    and Diluted Net Loss Per     |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Common                    Share                       |   | $                                             | (.07        | )                                            | $      | (.36                                         | )      | $           | (.15        | )                                         | $      | (.84 | ) |   |   |   |
|                                                  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| Weighted                    Average Number of Shares  |   |                                          |        |                                         |   |                                         |   |        |        |                                      |   |   |   |   |   |   |
| of                    Common Stock Outstanding        |   |                                          | 108,623,690 |                                         |   | 88,683,352                                   |   |        | 108,125,504 |                                      |   | 65,719,702 |   |   |   |   |

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**GENEREX          BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A          DEVELOPMENT STAGE COMPANY)**

**CONSOLIDATED          STATEMENTS OF CASH FLOWS**

|                                                                            |   |                                         |        |                                   |   | Cumulative                    From  |   |
|---------------------------------------------------------------------------------|--------|----------------------------------------------|-------------|----------------------------------------|--------|-------------------------------------|--------|
|                                                                            |   |                                         |        |                                   |   | November                    2, 1995 |   |
|                                                                            |   | For                    the Nine Months Ended |        | (Date                    of Inception) |   |
|                                                                            |   | April                    30,                 |        | to                    April 30,        |   |
|                                                                            |   | 2007                                         |        | 2006                                   |   | 2007                                |   |
|                                                                            |   | (Unaudited)                                  |        | (Unaudited)                            |   | (Unaudited)                         |   |
| Cash                    Flows From Operating Activities:                        |   |                                         |        |                                   |   |                                |   |
| Net                    loss                                                     |   | $                                            | (16,572,034 | )                                      | $      | (55,177,309                         | )      | $ | (202,772,289 | ) |
| Adjustments                    to reconcile net loss to net cash used           |   |                                         |        |                                   |   |                                |   |   |   |   |
| in                    operating activities:                                     |   |                                         |        |                                   |   |                                |   |   |   |   |
| Depreciation                    and amortization                                |   |                                         | 866,505     |                                   |   | 846,239                             |   |   | 5,582,361 |   |
| 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                               |   |                                         | 237,163     |                                   |   | 11,872,942                          |   |   | 14,134,069 |   |
| Common                    stock issued as employee compensation                 |   |                                         | 722,826     |                                   |   | 126,104                             |   |   | 2,268,330 |   |
| Common                    stock issued for services rendered                    |   |                                         | 741,255     |                                   |   | 422,599                             |   |   | 6,042,558 |   |
| Amortization                    of prepaid services in conjunction with common  |   |                                         |        |                                   |   |                                |   |   |   |   |
| stock                    issuance                                               |   |                                         | —     |                                   |   | 138,375                             |   |   | 138,375 |   |
| Non-cash                    compensation expense                                |   |                                         | —     |                                   |   | —                             |   |   | 45,390 |   |
| Stock                    options and warrants issued for services rendered      |   |                                         | 125,000     |                                   |   | 137,200                             |   |   | 7,131,323 |   |
| Issuance                    of warrants as additional exercise right inducement |   |                                         | —     |                                   |   | 16,888,239                          |   |   | 21,437,909 |   |
| Preferred                    stock issued for services rendered                 |   |                                         | —     |                                   |   | —                             |   |   | 100 |   |
| Treasury                    stock redeemed for non-performance of services      |   |                                         | —     |                                   |   | —                             |   |   | (138,000 | ) |
| Amortization                    of deferred debt issuance costs and loan        |   |                                         |        |                                   |   |                                |   |   |   |   |
| origination                    fees                                             |   |                                         | —     |                                   |   | 1,195,315                           |   |   | 1,482,879 |   |
| Amortization                    of discount on convertible debentures           |   |                                         | 608,737     |                                   |   | 14,075,693                          |   |   | 18,930,427 |   |
| Common                    stock issued as interest payment on convertible       |   |                                         |        |                                   |   |                                |   |   |   |   |
| debentures                                                                      |   |                                         | 15,716      |                                   |   | 168,365                             |   |   | 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                                               |   |                                         | —     |                                   |   | 7,882                               |   |   | 113,274 |   |
| Changes                    in operating assets and liabilities (excluding the   |   |                                         |        |                                   |   |                                |   |   |   |   |
| effects                    of acquisition):                                     |   |                                         |        |                                   |   |                                |   |   |   |   |
| Accounts                    receivable                                     |   |                                         | (84,504     | )                                      |   | —                             |   |   | (84,504 | ) |
| Miscellaneous                    receivables                               |   |                                         | —     |                                   |   | —                             |   |   | 43,812 |   |
| Inventory                                                                  |   |                                         | (46,711     | )                                      |   | —                             |   |   | (46,711 | ) |
| Other                    current assets                                    |   |                                         | 15,485      |                                   |   | 45,275                              |   |   | (87,160 | ) |
| Accounts                    payable and accrued expenses                   |   |                                         | 1,209,487   |                                   |   | 1,182,117                           |   |   | 10,855,406 |   |
| Deferred                    revenue                                        |   |                                         | 27,141      |                                   |   | —                             |   |   | 27,141 |   |
| Other,                    net                                              |   |                                         | —     |                                   |   | —                             |   |   | 110,317 |   |
|  Net                    Cash Used in Operating Activities                  |   |                                         | (12,130,837 | )                                      |   | (8,056,162                          | )      |   | (112,788,049 | ) |
|                                                                            |   |                                         |        |                                   |   |                                |   |   |   |   |
| Cash                    Flows From Investing Activities:                        |   |                                         |        |                                   |   |                                |   |   |   |   |
| Purchase                    of property and equipment                           |   |                                         | (77,208     | )                                      |   | (85,168                             | )      |   | (4,519,915 | ) |
| Costs                    incurred for patents                                   |   |                                         | (149,243    | )                                      |   | (37,253                             | )      |   | (1,758,239 | ) |
| Change                    in restricted cash                                    |   |                                         | —     |                                   |   | 214,364                             |   |   | 45,872 |   |
| Proceeds                    from maturity of short term investments             |   |                                         | 22,285,763  |                                   |   | 3,000,000                           |   |   | 157,572,809 |   |
| Purchases                    of short-term investments                          |   |                                         | (22,260,892 | )                                      |   | (13,773,605                         | )      |   | (171,920,591 | ) |
| 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                                           |   |                                         | (150,082    | )                                      |   | —                             |   |   | (656,915 | ) |
| 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    |   |                                         | (351,662    | )                                      |   | (10,681,662                         | )      |   | (24,536,714 | ) |
|                                                                            |   |                                         |        |                                   |   |                                |   |   |   |   |
| Cash                    Flows From Financing Activities:                        |   |                                         |        |                                   |   |                                |   |   |   |   |
| Proceeds                    from short-term advance                             |   |                                         | —     |                                   |   | —                             |   |   | 325,179 |   |
| Repayment                    of short-term advance                              |   |                                         | —     |                                   |   | (347,369                            | )      |   | (347,369 | ) |
| Proceeds                    from issuance of long-term debt                     |   |                                         | —     |                                   |   | 35,051                              |   |   | 2,005,609 |   |
| Repayment                    of long-term debt                                  |   |                                         | (53,079     | )                                      |   | (297,792                            | )      |   | (1,832,297 | ) |
| Change                    in due to related parties                             |   |                                         | —     |                                   |   | —                             |   |   | 154,541 |   |
| Proceeds                    from exercise of warrants                           |   |                                         | 125,000     |                                   |   | 32,819,119                          |   |   | 44,015,049 |   |
| Proceeds                    from exercise of stock options                      |   |                                         | 176,983     |                                   |   | 3,174,555                           |   |   | 4,429,178 |   |
| Proceeds                    from minority interest investment                   |   |                                         | —     |                                   |   | —                             |   |   | 3,038,185 |   |
| Proceeds                    from issuance of preferred stock                    |   |                                         | —     |                                   |   | —                             |   |   | 12,015,000 |   |
| Redemption                    of SVR preferred stock                            |   |                                         | (100        | )                                      |   | —                             |   |   | (100 | ) |
| Proceeds                    from issuance of convertible debentures, net        |   |                                         | —     |                                   |   | 13,955,000                          |   |   | 20,254,930 |   |
| Repayments                    of convertible debentures                         |   |                                         | (150,030    | )                                      |   | —                             |   |   | (611,388 | ) |
| 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              |   |                                         | 98,774      |                                   |   | 49,338,564                          |   |   | 163,127,301 |   |
|                                                                            |   |                                         |        |                                   |   |                                |   |   |   |   |
| Effect                    of Exchange Rates on Cash                             |   |                                         | (11,276     | )                                      |   | (4,084                              | )      |   | 10,954 |   |
|                                                                            |   |                                         |        |                                   |   |                                |   |   |   |   |
| Net                    Increase (Decrease) in Cash and Cash Equivalents         |   |                                         | (12,395,001 | )                                      |   | 30,596,656                          |   |   | 25,813,492 |   |
|                                                                            |   |                                         |        |                                   |   |                                |   |   |   |   |
| Cash                    and Cash Equivalents, Beginning of Period               |   |                                         | 38,208,493  |                                   |   | 586,530                             |   |   | — |   |
|                                                                            |   |                                         |        |                                   |   |                                |   |   |   |   |
| Cash                    and Cash Equivalents, End of Period                     |   | $                                            | 25,813,492  |                                   | $      | 31,183,186                          |   | $ | 25,813,492 |   |

----

**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**

**Reclassifications**

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

In        July        2006, FASB has published FASB Interpretation No. 48 (FIN No. 48), “Accounting        for Uncertainty in Income Taxes”, to address the noncomparability in reporting        tax assets and liabilities resulting from a lack of specific guidance in        SFAS        No. 109, “Accounting for Income Taxes”, on the uncertainty in income taxes        recognized in an enterprise’s financial statements.  FIN No. 48 will apply        to fiscal years beginning after December 15, 2006, with earlier adoption        permitted.  The        Company does not expect that the adoption of FIN No. 48 will have a significant        impact on the consolidated results of operations or financial position of        the        Company.

*Fair        Value Measurements. *

----

**GENEREX        BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

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

----

**GENEREX        BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

|                                           |   |   |           | Weighted |   | Weighted                        |   |      |   |
|------------------------------------------------|--------|--------|----------------|----------|--------|---------------------------------|--------|-----------|--------|
|                                           |   |   |           | Average  |   | Average                         |   |      |   |
|                                           |   |   |           | Exercise |   | Remaining                       |   | Aggregate |   |
|                                           |   |   |           | Price    |   | Contractual                     |   | Intrinsic |   |
|                                           |   | Shares |           | Share    |   | Term                    (Years) |   | Value     |   |
| Outstanding,                    August 1, 2006 |   |   | 8,429,597      |     | $      | 1.15                            |   |      |   |   |   |   |   |
| Granted                                        |   |   | –– |     | $      | ––                  |   |      |   |   |   |   |   |
| Forfeited                    or expired        |   |   | (185,159       | )        | $      | 8.08                            |   |      |   |   |   |   |   |
| Exercised                                      |   |   | (111,800       | )        | $      | 1.58                            |   |      |   |   |   |   |   |
| Outstanding,                    April 30, 2007 |   |   | 8,132,638      |     | $      | 0.99                            |   |      | 2.31   |   | $ | 6,223,819 |   |
| Exercisable,                    April 30, 2007 |   |   | 8,132,638      |     | $      | 0.99                            |   |      | 2.31   |   | $ | 6,223,819 |   |

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

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

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

|                                        |   | April                    30, |      | July                    31, |   |
|---------------------------------------------|--------|------------------------------|-----------|-----------------------------|--------|
|                                        |   | 2007                         |      | 2006                        |   |
|                                        |   |                         |      |                        |   |
| Accounts                    Payable         |   | $                            | 3,148,364 |                        | $      | 1,214,694 |   |
| Research                    and Development |   |                         | 433,939   |                        |   | 696,769 |   |
| Executive                    Compensation   |   |                         | 1,669,427 |                        |   | 2,121,389 |   |
| Financial                    Services       |   |                         | 1,411,938 |                        |   | 1,411,938 |   |
| Total                                       |   | $                            | 6,663,668 |                        | $      | 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 Investors                                                             |   |                                    | 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                               |   | $                                       | 4,000,000 |   |
|                                                                                                        |   |                                    |      |   |
| Principal                    and Interest Converted                                                         |   | $                                       | 3,081,556 |   |
| Loss                    on Extinguishment (C)                                                               |   | $                                       | 2,450,301 |   |
| Shares                    Issued Upon Conversion                                                            |   |                                    | 2,448,764 |   |
|                                                                                                        |   |                                    |      |   |
| 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                                         |   | $                                       | 150,030   |   |

| (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                      FreeInterest                    Rate |   | ExpectedVolatility |   | Life                    (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 Nine Months Ended April 30, |           |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------|----------------|
|                                                                                                                                                                                           |   | 2007                                                   |           | 2006 |   |
| Cash                    paid during the period for:                                                                                                                                            |   |                                                   |           |   |   |
| Interest                                                                                                                                                                                       |   | $                                                      | 196,368        |   | $ | 49,864 |   |
| 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 |   | $                                                      | –– |   | $ | 13,087,156 |   |
| Satisfaction                      of accounts payable through the issuance of common                      stock                                                                                |   | $                                                      | –– |   | $ | 391,147 |   |
| Principal                      repayment of convertible debentures through the issuance of                      common                      stock                                              |   | $                                                      | 384,616        |   | $ | 1,498,843 |   |
| Issuance                      of common stock in conjunction with convertible debenture                      conversion                                                                        |   | $                                                      | 210,216        |   | $ | 14,551,466 |   |
| Increase                      in other current assets for the prepayment of services through                      the                      issuance of common stock                            |   | $                                                      | –– |   | $ | 184,500 |   |
| Satisfaction                      of due from related party through reduction                      of accrued executive compensation                                                      |   | $                                                      | –– |   | $ | 415,828 |   |

----

**GENEREX        BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

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

|                                                                                  |   | Common                      Stock |          | AdditionalPaid-In |   | TotalStockholders’ |   |
|---------------------------------------------------------------------------------------|--------|-----------------------------------|---------------|-------------------|--------|--------------------------|--------|
|                                                                                  |   | Shares                            |          | Amount            |   | Capital                  |   | Equity |   |
| Convertible                    Debenture Monthly                                      |   |                              |          |              |   |                     |   |   |   |
| Repayments                                                                            |   |                              | 320,266       |              | $      | 320                      |   | $ | 560,237 |   | $ | 560,557 |   |
| Convertible                    Debenture Conversions                                  |   |                              | 168,172       |              |   | 168                      |   |   | 286,986 |   |   | 287,154 |   |
| Warrants                    and Stock Options Exercised for                      Cash |   |                              | 211,800  |              |   | 212                      |   |   | 301,770 |   |   | 301,982 |   |
| Issuance                    for Services                                              |   |                              | 427,264       |              |   | 427                      |   |   | 740,828 |   |   | 741,255 |   |
| Issuance                    as Employee Compensation                                  |   |                              | 415,927       |              |   | 416                      |   |   | 722,410 |   |   | 722,826 |   |
|                                                                                  |   |                              |          |              |   |                     |   |   |   |   |   |   |   |
| Total                                                                                 |   |                              | 1,543,429     |              | $      | 1,543                    |   | $ | 2,612,231 |   | $ | 2,613,774 |   |

----

**GENEREX        BIOTECHNOLOGY CORPORATION AND SUBSIDIARIES**

**(A        DEVELOPMENT STAGE COMPANY)**

**NOTES        TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

| **12.  ** | **Subsequent                  Events** |
|---------------------|----------------------------------------|

----

**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*

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

|   | Ÿ | the                inherent uncertainties of product development based on our new and                as yet                not fully proven technologies;                                                           |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Ÿ | the                risks and uncertainties regarding the actual effect on humans of                seemingly                safe and efficacious formulations and treatments when tested                clinically; |
|   | Ÿ | the                inherent uncertainties associated with clinical trials of product                candidates;                                                                                                     |
|   | Ÿ | the                inherent uncertainties associated with the process of obtaining regulatory                approval to market product candidates;                                                                 |
|   | Ÿ | the                inherent uncertainties associated with commercialization of products                that                have received regulatory approval; and                                                   |
|   | Ÿ | 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 April 30, 2007 Compared to Three Months Ended April 30,      2006**

----

**Results      of Operations **

**Nine      Months Ended April 30, 2007 Compared to Nine Months Ended April 30,      2006**

**Developments**

----

**Financial      Condition, Liquidity and Resources**

----

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

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

**Critical      Accounting Policies**

----

**Off-Balance      Sheet Arrangements **

**Contractual      Obligations **

|                                                                                                             |   | **Payments                Due by Period**  |      |
|------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|-----------|
| **Contractual                Obligations**                                                                       |   | **Total**                                       |      | **Less                than 1****Year** |   | **1-3                years** |   | **3-5                years** |   | **More                than****5                years** |   |
| Long-Term                Debt Obligations                                                                        |   |                                            | 3,047,680 |   |   | 246,265 |   |   | 1,830,076 |   |   | 971,338 |   |   | 0 |   |
| Capital                Lease Obligations                                                                         |   |                                            | 0         |   |   | 0 |   |   | 0 |   |   | 0 |   |   | 0 |   |
| Operating                Lease Obligations                                                                       |   |                                            | 122,832   |   |   | 35,050 |   |   | 81,645 |   |   | 6,137 |   |   | 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                                                                                                            |   | $                                               | 3,170,512 |   | $ | 281,315 |   | $ | 1,911,721 |   | $ | 977,475 |   | $ | 0 |   |

**Certain      Relationships and Related Transactions**

*Related      Transactions*

----

*Real      Estate Transactions*

*Legal      Fees*

*Consulting      Fees*

**New      Accounting Pronouncements**

----

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

| Loan                Amount |   | Interest                Rateper                Annum |    |
|----------------------------|--------|------------------------------------------------------|---------|
| 424,769                    |   |                                                 | 6.82%   |   |
| 263,366                    |   |                                                 | 6.82%   |   |
| 642,482                    |   |                                                 | 7.60%   |   |
| 358,440                    |   |                                                 | 8.50%   |   |
| 203,095                    |   |                                                 | 10%     |   |
| 1,131,158                  |   |                                                 | 6.07%   |   |
| *3,023,311*                |   |                                                 | *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.**

** **

**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.***

----

**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)                                                                                    |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.1             |   | 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) |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.2             |   | 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) |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.3             |   | Form                of Warrant issued in connection with Exhibit 4.2.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K/A filed on March 24, 2004)                                                                                               |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.4             |   | Form                of Additional Investment Right issued in connection with Exhibit                4.2.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K/A filed on March 24,                2004)                                                            |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.3.1             |   | 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)                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.3.2             |   | 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)                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.3.3             |   | Warrant                issued in connection with Exhibit 4.3.1 (incorporated by reference                to                Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.3.4             |   | Additional                Investment Right issued in connection with Exhibit 4.3.1 (incorporated                by                reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                      |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.4.1             |   | 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)         |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.4.2             |   | 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)         |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.4.3             |   | Warrant                issued in connection with Exhibit 4.4.1 (incorporated by reference                to                Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |

----

| 4.4.4  |   | Additional                Investment Right issued in connection with Exhibit 4.4.1 (incorporated                by                reference to Exhibit 4.8 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.1  |   | Securities                Purchase Agreement, dated February 6, 2004, by and between Generex                Biotechnology Corporation and Alexandra Global Master Fund, Ltd.                (incorporated by reference to Exhibit 4.9 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1,                2004)  |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.2  |   | 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) |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.3  |   | Warrant                issued in connection with Exhibit 4.5.1 (incorporated by reference                to                Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.4  |   | Additional                Investment Right issued in connection with Exhibit 4.5.1 (incorporated                by                reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.6.1  |   | 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)                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.6.2  |   | 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)                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.6.3  |   | Additional                Investment Right issued in connection with Exhibit 4.6.1 (incorporated                by                reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.7.1  |   | 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)              |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.7.2  |   | 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)              |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.7.3  |   | Warrant                issued in connection with Exhibit 4.7.1 (incorporated by reference                to                Exhibit 4.20 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 4.21 Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.8.1  |   | 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)              |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.8.2  |   | 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)                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.8.3  |   | Form                of Warrant issued in connection with Exhibit 4.8.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on July 14, 2004)                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.8.4  |   | Form                of Additional Investment Right issued in connection Exhibit 4.8.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on July 14,                2004)                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.9.1  |   | 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)      |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |

----

| 4.9.2  |   | Form                of 6% Secured Convertible Debenture issued in connection with Exhibit                4.11.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                                                                |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.9.3  |   | 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)                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.9.4  |   | Form                of Additional Investment Right issued in connection with Exhibit                4.9.1                (incorporated by reference to Exhibit 4.5 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.9.5  |   | 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)                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.9.6  |   | Form                of Voting Agreement entered into in connection with Exhibit 4.9.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.10   |   | 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)                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.11   |   | 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)                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.12   |   | 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)                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.13   |   | 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)                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.14.1 |   | Amendment                No. 4 to Securities Purchase Agreement and Registration Rights Agreement                entered into by and between Generex Biotechnology Corporation and                the                Purchasers listed on the signature pages thereto on January 19, 2006                (incorporated by reference herein to Exhibit 4.1 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on January 20,                2006) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.14.2 |   | Form                of Additional AIRs issued in connection with Exhibit 4.14.1 (incorporated                by reference herein to Exhibit 4.4 to Generex Biotechnology Corporation’s                Report on Form 8-K filed on January 20, 2006)                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15   |   | 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)                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.16.1 |   | Agreement                to amend Warrants between Generex Biotechnology Corporation and Cranshire                Capital L.P. dated February 27, 2006 (incorporated by reference to                Exhibit                4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.16.2 |   | Agreement                to amend Warrants between Generex Biotechnology Corporation and Omicron                Master Trust dated February 27, 2006 (incorporated by reference to                Exhibit                4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

| 4.16.3 |   | Agreement                to amend Warrants between Generex Biotechnology Corporation and Iroquois                Capital L.P. dated February 27, 2006 (incorporated by reference to                Exhibit                4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.16.4 |   | Agreement                to amend Warrants between Generex Biotechnology Corporation and Smithfield                Fiduciary LLC dated February 27, 2006 (incorporated by reference                to                Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on February 28, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.16.5 |   | Form                of Warrant issued by Generex Biotechnology Corporation on February                27,                2006 (incorporated by reference to Exhibit 4.26 to Generex Biotechnology                Corporation’s Report on Form 10-K filed on October 16,                2006).                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.1 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Cranshire Capital, L.P. dated February 28, 2006                (incorporated by reference to Exhibit 4.1 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1, 2006).  |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.2 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Omicron Master Trust dated February 28, 2006 (incorporated                by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on March 1, 2006).     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.3 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Iroquois Capital LP dated February 28, 2006 (incorporated                by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on March 1, 2006).      |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.4 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Smithfield Fiduciary LLC dated February 28, 2006                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.5 |   | Form                of Additional Air Debenture issued by Generex Biotechnology Corporation                on                February 28, 2006 (incorporated by reference to Exhibit 4.31 to                Generex Biotechnology Corporation’s Report on Form 10-K filed on October                16, 2006).                    |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.6 |   | Form                of Additional Air Warrant issued by Generex Biotechnology Corporation                on                February 28, 2006 (incorporated by reference to Exhibit 4.32 to                Generex Biotechnology Corporation’s Report on Form 10-K filed on October                16, 2006).                      |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.18.1 |   | Form                of Agreement to Amend Warrants between Generex Biotechnology Corporation                and the Investors dated March 6, 2006 (incorporated by reference                to                Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 7, 2006).            |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.18.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on March 6,                2006                (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 7,                2006)                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.19   |   | 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).                                |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.20   |   | 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).            |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.21.1 |   | Securities                Purchase Agreement entered into by and between Generex Biotechnology                Corporation and four Investors on June 1, 2006 (incorporated by reference                to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on June 2, 2006)                  |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.21.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006 in                connection with Exhibit 4.21.1 (incorporated by reference to Exhibit                4.2                to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2,                2006)     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |

----

| 4.22.1 |   | Form                of Amendment to Outstanding Warrants (incorporated by reference to                Exhibit                4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                June 2, 2006)                                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| 4.22.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006 in                connection with Exhibit 4.22.1 (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 4.9.1                (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:                June 11, 2007 | By:                                                                      | /s/ Anna                E. Gluskin |
|                               | Anna                E. GluskinPresident                and Chief Executive Officer |
|                               |                                                                               |                                    |
|                          |                                                                          |                               |
| Date:                June 11, 2007 | By:                                                                      | /s/ Rose                C. Perri   |
|                               | Rose                C. PerriChief                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)                                                                                    |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.1             |   | 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) |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.2             |   | 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) |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.3             |   | Form                of Warrant issued in connection with Exhibit 4.2.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K/A filed on March 24, 2004)                                                                                               |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.4             |   | Form                of Additional Investment Right issued in connection with Exhibit                4.2.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K/A filed on March 24,                2004)                                                            |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.3.1             |   | 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)                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.3.2             |   | 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)                           |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.3.3             |   | Warrant                issued in connection with Exhibit 4.3.1 (incorporated by reference                to                Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.3.4             |   | Additional                Investment Right issued in connection with Exhibit 4.3.1 (incorporated                by                reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                      |
|              |   |                                                                                                                                                                                                                                                                                                                                                   |
| 4.4.1             |   | 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)         |

| 4.4.2 |   | 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) |
|-------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   |   |                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.4.3  |   | Warrant                issued in connection with Exhibit 4.4.1 (incorporated by reference                to                Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.4.4  |   | Additional                Investment Right issued in connection with Exhibit 4.4.1 (incorporated                by                reference to Exhibit 4.8 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.1  |   | Securities                Purchase Agreement, dated February 6, 2004, by and between Generex                Biotechnology Corporation and Alexandra Global Master Fund, Ltd.                (incorporated by reference to Exhibit 4.9 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1,                2004)  |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.2  |   | 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) |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.3  |   | Warrant                issued in connection with Exhibit 4.5.1 (incorporated by reference                to                Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 1, 2004)                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.4  |   | Additional                Investment Right issued in connection with Exhibit 4.5.1 (incorporated                by                reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.6.1  |   | 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)                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.6.2  |   | 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)                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.6.3  |   | Additional                Investment Right issued in connection with Exhibit 4.6.1 (incorporated                by                reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.7.1  |   | 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)              |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.7.2  |   | 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)              |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.7.3  |   | Warrant                issued in connection with Exhibit 4.7.1 (incorporated by reference                to                Exhibit 4.20 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 4.21 Generex Biotechnology Corporation’s Report on                Form 8-K filed on March 1, 2004)                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.8.1  |   | 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)              |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.8.2  |   | 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)                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.8.3  |   | Form                of Warrant issued in connection with Exhibit 4.8.1 (incorporated                by                reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on                Form 8-K filed on July 14, 2004)                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |
| 4.8.4  |   | Form                of Additional Investment Right issued in connection Exhibit 4.8.1                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on July 14,                2004)                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                         |

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| 4.9.1  |   | 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)                                                                                                             |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.9.2  |   | Form                of 6% Secured Convertible Debenture issued in connection with Exhibit                4.11.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.9.3  |   | 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)                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.9.4  |   | Form                of Additional Investment Right issued in connection with Exhibit                4.9.1                (incorporated by reference to Exhibit 4.5 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.9.5  |   | 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)                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.9.6  |   | Form                of Voting Agreement entered into in connection with Exhibit 4.9.1                (incorporated by reference to Exhibit 4.7 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on November 12,                2004)                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.10   |   | 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)                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.11   |   | 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)                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.12   |   | 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)                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.13   |   | 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)                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.14.1 |   | Amendment                No. 4 to Securities Purchase Agreement and Registration Rights Agreement                entered into by and between Generex Biotechnology Corporation and                the                Purchasers listed on the signature pages thereto on January 19, 2006                (incorporated by reference herein to Exhibit 4.1 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on January 20, 2006) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.14.2 |   | Form                of Additional AIRs issued in connection with Exhibit 4.14.1 (incorporated                by reference herein to Exhibit 4.4 to Generex Biotechnology Corporation’s                Report on Form 8-K filed on January 20, 2006)                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.15   |   | 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)                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.16.1 |   | Agreement                to amend Warrants between Generex Biotechnology Corporation and Cranshire                Capital L.P. dated February 27, 2006 (incorporated by reference to                Exhibit                4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

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| 4.16.2 |   | Agreement                to amend Warrants between Generex Biotechnology Corporation and Omicron                Master Trust dated February 27, 2006 (incorporated by reference to                Exhibit                4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).     |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.16.3 |   | Agreement                to amend Warrants between Generex Biotechnology Corporation and Iroquois                Capital L.P. dated February 27, 2006 (incorporated by reference to                Exhibit                4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                February 28, 2006).    |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.16.4 |   | Agreement                to amend Warrants between Generex Biotechnology Corporation and Smithfield                Fiduciary LLC dated February 27, 2006 (incorporated by reference                to                Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on February 28, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.16.5 |   | Form                of Warrant issued by Generex Biotechnology Corporation on February                27,                2006 (incorporated by reference to Exhibit 4.26 to Generex Biotechnology                Corporation’s Report on Form 10-K filed on October 16,                2006).                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.1 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Cranshire Capital, L.P. dated February 28, 2006                (incorporated by reference to Exhibit 4.1 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1, 2006).  |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.2 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Omicron Master Trust dated February 28, 2006 (incorporated                by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on March 1, 2006).     |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.3 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Iroquois Capital LP dated February 28, 2006 (incorporated                by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report                on Form 8-K filed on March 1, 2006).      |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.4 |   | Agreement                to Amend Additional Investment Right between Generex Biotechnology                Corporation and Smithfield Fiduciary LLC dated February 28, 2006                (incorporated by reference to Exhibit 4.4 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 1, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.5 |   | Form                of Additional Air Debenture issued by Generex Biotechnology Corporation                on                February 28, 2006 (incorporated by reference to Exhibit 4.31 to                Generex Biotechnology Corporation’s Report on Form 10-K filed on October                16, 2006).                    |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.17.6 |   | Form                of Additional Air Warrant issued by Generex Biotechnology Corporation                on                February 28, 2006 (incorporated by reference to Exhibit 4.32 to                Generex Biotechnology Corporation’s Report on Form 10-K filed on October                16, 2006).                      |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.18.1 |   | Form                of Agreement to Amend Warrants between Generex Biotechnology Corporation                and the Investors dated March 6, 2006 (incorporated by reference                to                Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on March 7, 2006).            |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.18.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on March 6,                2006                (incorporated by reference to Exhibit 4.2 to Generex Biotechnology                Corporation’s Report on Form 8-K filed on March 7,                2006)                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.19   |   | 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).                                |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.20   |   | 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).            |
|   |   |                                                                                                                                                                                                                                                                                                                                         |
| 4.21.1 |   | Securities                Purchase Agreement entered into by and between Generex Biotechnology                Corporation and four Investors on June 1, 2006 (incorporated by reference                to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K                filed on June 2, 2006)                  |
|   |   |                                                                                                                                                                                                                                                                                                                                         |

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| 4.21.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006 in                connection with Exhibit 4.21.1 (incorporated by reference to Exhibit                4.2                to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2,                2006) |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| 4.22.1 |   | Form                of Amendment to Outstanding Warrants (incorporated by reference to                Exhibit                4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on                June 2, 2006)                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| 4.22.2 |   | Form                of Warrant issued by Generex Biotechnology Corporation on June 1,                2006 in                connection with Exhibit 4.22.1 (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 4.9.1                (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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