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

----

| PART I. FINANCIAL INFORMATION                                                                      |   |
|----------------------------------------------------------------------------------------------------|--------|
|                                                                                               |   |
| Item 1.     Financial Statements (unaudited)                              |   |
|                                                                                               |   |
| Consolidated Balance Sheets -                                                                      |   |
| January 31, 2011 (unaudited) and July 31, 2010                                                     | 1      |
|                                                                                               |   |
| Consolidated Statements of Operations — For the three- and six-month                         |   |
| periods ended January 31, 2011 and 2010, and cumulative from                                       |   |
| November 2, 1995 to January 31, 2011 (unaudited)                                                   | 2      |
|                                                                                               |   |
| Consolidated Statements of Cash Flows — For the six-month                                    |   |
| periods ended January 31, 2011 and 2010, and cumulative from                                       |   |
| November 2, 1995 to January 31, 2011 (unaudited)                                                   | 3      |
|                                                                                               |   |
| Notes to Consolidated Financial Statements (unaudited)                                             | 5      |
|                                                                                               |   |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 13     |
|                                                                                               |   |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk                            | 24     |
|                                                                                               |   |
| Item 4. Controls and Procedures                                                               | 25     |
|                                                                                               |   |
| PART II: OTHER INFORMATION                                                                         |   |
|                                                                                               |   |
| Item 1. Legal Proceedings                                                                     | 25     |
|                                                                                               |   |
| Item 1A. Risk Factors                                                                         | 26     |
|                                                                                               |   |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           | 27     |
|                                                                                               |   |
| Item 3. Defaults Upon Senior Securities                                                       | 28     |
|                                                                                               |   |
| [Item 4. Removed and Reserved.]                                                                    | -      |
|                                                                                               |   |
| Item 5. Other Information                                                                     | 28     |
|                                                                                               |   |
| Item 6. Exhibits                                                                              | 28     |
|                                                                                               |   |
| Signatures                                                                                         | 28     |

----

|                                                                                                                                                                                                              |   | January 31, 2011 |         |   | July 31, 2010 |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|--------------|--------|---------------|--------|
|                                                                                                                                                                                                              |   | (Unaudited)      |         |   |          |   |
| ASSETS                                                                                                                                                                                                            |   |             |         |   |          |   |
| Current Assets:                                                                                                                                                                                                   |   |             |         |   |          |   |
| Cash and cash equivalents                                                                                                                                                                                         |   | $                | 6,128,744    |   |          | $      | 13,880,870 |   |
| Accounts receivable, net                                                                                                                                                                                          |   |             | 18,759       |   |          |   | 70,585 |   |
| Inventory (see Note 5)                                                                                                                                                                                            |   |             | 1,565,611    |   |          |   | 1,911,883 |   |
| Other current assets                                                                                                                                                                                              |   |             | 272,178      |   |          |   | 333,456 |   |
| Total Current Assets                                                                                                                                                                                              |   |             | 7,985,292    |   |          |   | 16,196,794 |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| Property and Equipment, Net                                                                                                                                                                                       |   |             | 1,332,406    |   |          |   | 1,341,408 |   |
| Assets Held for Investment, Net                                                                                                                                                                                   |   |             | 3,542,315    |   |          |   | 3,503,110 |   |
| Patents, Net                                                                                                                                                                                                      |   |             | 3,435,653    |   |          |   | 3,533,688 |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| TOTAL ASSETS                                                                                                                                                                                                      |   | $                | 16,295,666   |   |          | $      | 24,575,000 |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                        |   |             |         |   |          |   |   |   |
| Current Liabilities:                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| Accounts payable and accrued expenses (see Note 6)                                                                                                                                                                |   | $                | 5,599,213    |   |          | $      | 6,554,714 |   |
| Deferred revenue                                                                                                                                                                                                  |   |             | 392,680      |   |          |   | 396,195 |   |
| Current maturities of long-term debt                                                                                                                                                                              |   |             | 1,166,933    |   |          |   | 1,141,861 |   |
| Current maturities of obligations under capital lease                                                                                                                                                             |   |             | —      |   |          |   | 7,818 |   |
| Total Current Liabilities                                                                                                                                                                                         |   |             | 7,158,826    |   |          |   | 8,100,588 |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| Long-Term Debt, Net                                                                                                                                                                                               |   |             | 1,834,327    |   |          |   | 1,824,071 |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| Derivative Warrant Liability (see Note 11)                                                                                                                                                                        |   |             | 7,191,504    |   |          |   | 5,679,721 |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| Total Liabilities                                                                                                                                                                                                 |   |             | 16,184,657   |   |          |   | 15,604,380 |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| Commitments and Contingencies (see Notes 7 and 8)                                                                                                                                                                 |   |             |         |   |          |   |   |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| Stockholders’ Equity (see Note 10):                                                                                                                                                                         |   |             |         |   |          |   |   |   |
| Preferred Stock, $.001 par value; authorized 1,000,000 shares at January 31, 2011 and July 31, 2010; -0- shares issued and outstanding at January 31, 2011 and July 31, 2010                                      |   |             | —      |   |          |   | — |   |
| Common stock, $.001 par value; authorized 750,000,000 shares at January 31, 2011 and July 31, 2010; 291,114,471 and 269,599,615 shares issued and outstanding at January 31, 2011 and July 31, 2010, respectively |   |             | 291,114      |   |          |   | 269,600 |   |
| Additional paid-in capital                                                                                                                                                                                        |   |             | 336,424,126  |   |          |   | 333,219,309 |   |
| Deficit accumulated during the development stage                                                                                                                                                                  |   |             | (337,416,645 | )      |          |   | (325,302,472 | ) |
| Accumulated other comprehensive income                                                                                                                                                                            |   |             | 812,414      |   |          |   | 784,183 |   |
| Total Stockholders’ Equity                                                                                                                                                                                  |   |             | 111,009      |   |          |   | 8,970,620 |   |
|                                                                                                                                                                                                              |   |             |         |   |          |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                                                  |   | $                | 16,295,666   |   |          | $      | 24,575,000 |   |

----

|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   | Cumulative From       |        |
|--------------------------------------------------------------------------------------------|--------|----------------------------------------------|-------------|--------|------------------------------------------------|--------|-------------|-------------------------------|--------|--------|-------------|--------|--------|----------------------------|-------------|
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   | November 2, 1995 |        |
|                                                                                       |   | For the Six Months Ended |        |   | For the Three Months Ended |   |        | (Date of Inception) |   |
|                                                                                       |   | January 31,                             |        |   | January 31,                               |   |        | to January 31,      |   |
|                                                                                       |   | 2011                                         |        |   | 2010                                           |   |        | 2011                          |   |   | 2010        |   |   | 2011                       |        |
|                                                                                       |   | (Unaudited)                                  |        |   | (Unaudited)                                    |   |        | (Unaudited)                   |   |   | (Unaudited) |   |   | (Unaudited)                |        |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |
| Revenues, net                                                                              |   | $                                            | 203,503     |   |                                           | $      | 528,886     |                          |   | $      | 29,560      |   |   | $                          | 431,344     |   |   | $ | 4,994,008 |   |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Cost of Goods Sold                                                                         |   |                                         | 87,878      |   |                                           |   | 367,125     |                          |   |   | 23,766      |   |   |                       | 287,888     |   |   |   | 1,541,525 |   |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Gross profit                                                                               |   |                                         | 115,625     |   |                                           |   | 161,761     |                          |   |   | 5,794       |   |   |                       | 143,456     |   |   |   | 3,452,483 |   |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Operating Expenses:                                                                        |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Research and development                                                                   |   |                                         | 6,105,057   |   |                                           |   | 6,476,290   |                          |   |   | 3,227,057   |   |   |                       | 3,400,521   |   |   |   | 122,843,388 |   |
| Research and development - related party                                                   |   |                                         | —     |   |                                           |   | —     |                          |   |   | —     |   |   |                       | —     |   |   |   | 220,218 |   |
| Selling and marketing                                                                      |   |                                         | 598,950     |   |                                           |   | 2,646,772   |                          |   |   | 194,463     |   |   |                       | 1,348,068   |   |   |   | 8,741,215 |   |
| General and administrative                                                                 |   |                                         | 7,152,996   |   |                                           |   | 6,559,222   |                          |   |   | 2,551,832   |   |   |                       | 2,733,957   |   |   |   | 136,673,053 |   |
| General and administrative - related party                                                 |   |                                         | —     |   |                                           |   | —     |                          |   |   | —     |   |   |                       | —     |   |   |   | 314,328 |   |
| Total Operating Expenses                                                                   |   |                                         | 13,857,003  |   |                                           |   | 15,682,284  |                          |   |   | 5,973,352   |   |   |                       | 7,482,546   |   |   |   | 268,792,202 |   |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Operating Loss                                                                             |   |                                         | (13,741,378 | )      |                                           |   | (15,520,523 | )                             |   |   | (5,967,558  | )      |   |                       | (7,339,090  | ) |   |   | (265,339,719 | ) |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Other Income (Expense):                                                                    |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Miscellaneous income (see Note 12)                                                         |   |                                         | 488,959     |   |                                           |   | 750         |                          |   |   | 488,959     |   |   |                       | 250         |   |   |   | 685,970 |   |
| Income from rental operations, net                                                         |   |                                         | 166,282     |   |                                           |   | 154,659     |                          |   |   | 91,952      |   |   |                       | 70,066      |   |   |   | 1,944,865 |   |
| Interest income                                                                            |   |                                         | 4,831       |   |                                           |   | 16,426      |                          |   |   | 1,600       |   |   |                       | 6,341       |   |   |   | 7,778,750 |   |
| Interest expense                                                                           |   |                                         | (101,084    | )      |                                           |   | (105,430    | )                             |   |   | (50,544     | )      |   |                       | (53,029     | ) |   |   | (68,308,335 | ) |
| Change in fair value of derivative warrant liability                                       |   |                                         | 1,068,217   |   |                                           |   | 1,017,515   |                          |   |   | 198,685     |   |   |                       | (1,978,756  | ) |   |   | (787,236 | )(1) |
| Loss on extinguishment of debt                                                             |   |                                         | —     |   |                                           |   | —     |                          |   |   | —     |   |   |                       | —     |   |   |   | (14,134,068 | ) |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Net Loss Before Undernoted                                                                 |   |                                         | (12,114,173 | )      |                                           |   | (14,436,603 | )                             |   |   | (5,236,906  | )      |   |                       | (9,294,218  | ) |   |   | (338,159,773 | ) |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Minority Interest Share of Loss                                                            |   |                                         | —     |   |                                           |   | —     |                          |   |   | —     |   |   |                       | —     |   |   |   | 3,038,185 |   |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Net Loss                                                                                   |   |                                         | (12,114,173 | )      |                                           |   | (14,436,603 | )                             |   |   | (5,236,906  | )      |   |                       | (9,294,218  | ) |   |   | (335,121,588 | ) |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Preferred Stock Dividend                                                                   |   |                                         | —     |   |                                           |   | —     |                          |   |   | —     |   |   |                       | —     |   |   |   | 2,295,057 |   |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Net Loss Available to Common Stockholders                                                  |   | $                                            | (12,114,173 | )      |                                           | $      | (14,436,603 | )                             |   | $      | (5,236,906  | )      |   | $                          | (9,294,218  | ) |   | $ | (337,416,645 | ) |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Basic and Diluted Net Loss Per Common Share (see Note 9)                                   |   | $                                            | (.04        | )      |                                           | $      | (.06        | )                             |   | $      | (.02        | )      |   | $                          | (.04        | ) |   |   |   |   |
|                                                                                       |   |                                         |        |   |                                           |   |        |                          |   |   |        |   |   |                       |        |   |   |   |   |   |
| Weighted Average Number of Shares of Common Stock Outstanding - basic and diluted (Note 9) |   |                                         | 273,945,717 |   |                                           |   | 241,522,176 |                          |   |   | 277,337,452 |   |   |                       | 249,053,034 |   |   |   |   |   |

| (1) | - includes $5,981,403 as adjustment related to the adoption of FASB ASC Topic 815 in "Cumulative from November 2, 1995 (Date of Inception) to January 31, 2011" column.  See Note 11 - Derivative Warrant Liability. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                                                |   |               |        |   |                |   |        |             |   |
|-------------------------------------------------------------------------------------|--------|--------------------|-------------|--------|---------------------|--------|-------------|------------------|--------|
|                                                                                |   |               |        |   |                |   |        | Cumulative From  |   |
|                                                                                |   |               |        |   |                |   |        | November 2, 1995 |   |
|                                                                                |   | For the Six Months |        |   | (Date of Inception) |   |
|                                                                                |   | Ended January 31,  |        |   | to January 31,      |   |
|                                                                                |   | 2011               |        |   | 2010                |   |        | 2011             |   |
|                                                                                |   | (Unaudited)        |        |   | (Unaudited)         |   |        | (Unaudited)      |   |
| Cash Flows From Operating Activities:                                               |   |               |        |   |                |   |        |             |   |
| Net loss                                                                            |   | $                  | (12,114,173 | )      |                | $      | (14,436,603 | )                |   | $ | (335,121,588 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities:         |   |               |        |   |                |   |        |             |   |   |   |   |
| Depreciation and amortization                                                       |   |               | 375,765     |   |                |   | 393,958     |             |   |   | 8,928,686 |   |
| 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                                                      |   |               | --          |   |                |   | --          |             |   |   | 913,196 |   |
| Loss on disposal of property and equipment                                          |   |               | --          |   |                |   | --          |             |   |   | 911 |   |
| Loss on extinguishment of debt                                                      |   |               | --          |   |                |   | --          |             |   |   | 14,134,068 |   |
| Common stock issued as employee compensation                                        |   |               | 50,500      |   |                |   | 50,500      |             |   |   | 3,830,895 |   |
| Amortization of options and option modifications as employee compensation           |   |               | 140,241     |   |                |   | 916,381     |             |   |   | 2,012,618 |   |
| Common stock issued for services rendered                                           |   |               | 1,681,795   |   |                |   | 832,605     |             |   |   | 13,499,624 |   |
| Amortization of prepaid services in conjunction with common stock issuance          |   |               | --          |   |                |   | --          |             |   |   | 138,375 |   |
| Non-cash compensation expense                                                       |   |               | --          |   |                |   | --          |             |   |   | 45,390 |   |
| Stock options and warrants issued for services rendered                             |   |               | --          |   |                |   | 505,000     |             |   |   | 7,956,723 |   |
| Issuance of warrants as additional exercise right inducement                        |   |               | --          |   |                |   | --          |             |   |   | 21,437,909 |   |
| Preferred stock issued for services rendered                                        |   |               | --          |   |                |   | --          |             |   |   | 100 |   |
| Treasury stock redeemed for non-performance of services                             |   |               | --          |   |                |   | --          |             |   |   | (138,000 | ) |
| Amortization of deferred debt issuance costs and loan origination fees              |   |               | --          |   |                |   | --          |             |   |   | 2,405,629 |   |
| Amortization of discount on convertible debentures                                  |   |               | --          |   |                |   | --          |             |   |   | 38,345,592 |   |
| Common stock issued as interest payment on convertible debentures                   |   |               | --          |   |                |   | --          |             |   |   | 757,514 |   |
| Interest on short-term advance                                                      |   |               | --          |   |                |   | --          |             |   |   | 22,190 |   |
| Founders’ shares transferred for services rendered                            |   |               | --          |   |                |   | --          |             |   |   | 353,506 |   |
| Fees in connection with refinancing of debt                                         |   |               | --          |   |                |   | --          |             |   |   | 113,274 |   |
| Warrant repricing costs                                                             |   |               | --          |   |                |   | --          |             |   |   | 3,198,604 |   |
| Change in fair value of derivative warrant liability                                |   |               | (1,068,217  | )      |                |   | (1,017,515  | )                |   |   | 787,236 | (1) |
| Changes in operating assets and liabilities (excluding the effects of acquisition): |   |               |        |   |                |   |        |             |   |   |   |   |
| Accounts receivable                                                                 |   |               | 51,910      |   |                |   | (84,392     | )                |   |   | (33,807 | ) |
| Miscellaneous receivables                                                           |   |               | --          |   |                |   | --          |             |   |   | 43,812 |   |
| Inventory                                                                           |   |               | 349,004     |   |                |   | (820,673    | )                |   |   | (1,585,247 | ) |
| Other current assets                                                                |   |               | 65,997      |   |                |   | 350,775     |             |   |   | (254,068 | ) |
| Accounts payable and accrued expenses                                               |   |               | 29,203      |   |                |   | 3,822,306   |             |   |   | 14,460,640 |   |
| Deferred revenue                                                                    |   |               | (4,133      | )      |                |   | 252,534     |             |   |   | 386,746 |   |
| Other, net                                                                          |   |               | --          |   |                |   | --          |             |   |   | 110,317 |   |
| Net Cash Used in Operating Activities                                               |   |               | (10,442,108 | )      |                |   | (9,235,124  | )                |   |   | (202,066,159 | ) |
|                                                                                |   |               |        |   |                |   |        |             |   |   |   |   |
| Cash Flows From Investing Activities:                                               |   |               |        |   |                |   |        |             |   |   |   |   |
| Purchase of property and equipment                                                  |   |               | (51,798     | )      |                |   | (134,312    | )                |   |   | (4,806,438 | ) |
| Costs incurred for patents                                                          |   |               | (109,486    | )      |                |   | (81,922     | )                |   |   | (2,540,773 | ) |
| Change in restricted cash                                                           |   |               | --          |   |                |   | --          |             |   |   | 512,539 |   |
| Proceeds from maturity of short term investments                                    |   |               | --          |   |                |   | --          |             |   |   | 195,242,918 |   |
| Purchases of short-term investments                                                 |   |               | --          |   |                |   | --          |             |   |   | (195,242,918 | ) |
| 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                                                                  |   |               | --          |   |                |   | --          |             |   |   | (652,071 | ) |
| Change in notes receivable - common stock                                           |   |               | --          |   |                |   | --          |             |   |   | (91,103 | ) |
| Change in due from related parties                                                  |   |               | --          |   |                |   | --          |             |   |   | (2,222,390 | ) |
|    Other, net                                                             |   |               | --          |   |                |   | --          |             |   |   | 89,683 |   |
| Net Cash Used in Investing Activities                                               |   |               | (161,284    | )      |                |   | (216,234    | )                |   |   | (10,786,478 | ) |

----

|                                                    |   |               |       |   |                |   |       |             |   |
|---------------------------------------------------------|--------|--------------------|------------|--------|---------------------|--------|------------|------------------|--------|
|                                                    |   |               |       |   |                |   |       | Cumulative From  |   |
|                                                    |   |               |       |   |                |   |       | November 2, 1995 |   |
|                                                    |   | For the Six Months |       |   | (Date of Inception) |   |
|                                                    |   | Ended January 31,  |       |   | to January 31,      |   |
|                                                    |   | 2011               |       |   | 2010                |   |       | 2011             |   |
|                                                    |   | (Unaudited)        |       |   | (Unaudited)         |   |       | (Unaudited)      |   |
| Cash Flows From Financing Activities:                   |   |               |       |   |                |   |       |             |   |   |   |   |
| Proceeds from short-term advance                        |   |               | --         |   |                |   | --         |             |   |   | 325,179 |   |
| Repayment of short-term advance                         |   |               | --         |   |                |   | --         |             |   |   | (347,369 | ) |
| Proceeds from issuance of long-term debt                |   |               | --         |   |                |   | --         |             |   |   | 2,005,609 |   |
| Repayment of long-term debt                             |   |               | (55,996    | )      |                |   | (47,950    | )                |   |   | (2,180,552 | ) |
| Repayment of obligations under capital lease            |   |               | (7,818     | )      |                |   | (21,168    | )                |   |   | (83,002 | ) |
| Change in due to related parties                        |   |               | --         |   |                |   | --         |             |   |   | 154,541 |   |
| Proceeds from exercise of warrants                      |   |               | --         |   |                |   | 1,517,940  |             |   |   | 45,698,281 |   |
| Proceeds from exercise of stock options                 |   |               | 577        |   |                |   | --         |             |   |   | 5,002,493 |   |
| Proceeds from minority interest investment              |   |               | --         |   |                |   | --         |             |   |   | 3,038,185 |   |
| Proceeds from issuance of preferred stock               |   |               | --         |   |                |   | --         |             |   |   | 12,015,000 |   |
| Redemption of SVR preferred stock                       |   |               | --         |   |                |   | --         |             |   |   | (100 | ) |
| Proceeds from issuance of convertible debentures, net   |   |               | --         |   |                |   | --         |             |   |   | 40,704,930 |   |
| Payment of costs associated with convertible debentures |   |               | --         |   |                |   | --         |             |   |   | (722,750 | ) |
| Repayments of convertible debentures                    |   |               | --         |   |                |   | --         |             |   |   | (5,142,424 | ) |
| Purchase of treasury stock                              |   |               | --         |   |                |   | --         |             |   |   | (483,869 | ) |
| Proceeds from issuance of common stock, net             |   |               | 2,925,000  |   |                |   | 16,400,671 |             |   |   | 119,562,242 |   |
| Purchase and retirement of common stock                 |   |               | --         |   |                |   | --         |             |   |   | (497,522 | ) |
| Net Cash Provided by Financing Activities               |   |               | 2,861,763  |   |                |   | 17,849,493 |             |   |   | 219,048,872 |   |
|                                                    |   |               |       |   |                |   |       |             |   |   |   |   |
| Effect of Exchange Rates on Cash                        |   |               | (10,497    | )      |                |   | 29,483     |             |   |   | (67,491 | ) |
|                                                    |   |               |       |   |                |   |       |             |   |   |   |   |
| Net Increase (Decrease) in Cash and Cash Equivalents    |   |               | (7,752,126 | )      |                |   | 8,427,618  |             |   |   | 6,128,744 |   |
|                                                    |   |               |       |   |                |   |       |             |   |   |   |   |
| Cash and Cash Equivalents, Beginning of Period          |   |               | 13,880,870 |   |                |   | 14,197,048 |             |   |   | -- |   |
|                                                    |   |               |       |   |                |   |       |             |   |   |   |   |
| Cash and Cash Equivalents, End of Period                |   | $                  | 6,128,744  |   |                | $      | 22,624,666 |             |   | $ | 6,128,744 |   |

| (1) | - includes $5,981,403 as adjustment related to the adoption of FASB ASC Topic 815 in "Cumulative from November 2, 1995 (Date of Inception) to January 31, 2011" column.  See Note 11 - Derivative Warrant Liability. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Supplemental Disclosure of Cash Flow Information:                                  |   |   |      |   |   |   |      |   |   |
|------------------------------------------------------------------------------------|--------|--------|-----------|--------|--------|--------|-----------|--------|--------|
| Cash paid during the period for:                                                   |   |   |      |   |   |   |      |   |   |
| Interest                                                                           |   | $      | 103,393   |   |   | $      | 105,430   |   |   |   |   |   |
| Income taxes                                                                       |   | $      | --        |   |   | $      | --        |   |   |   |   |   |
|                                                                               |   |   |      |   |   |   |      |   |   |   |   |   |
| Disclosure of non-cash investing and financing activities:                         |   |   |      |   |   |   |      |   |   |   |   |   |
| Issuance of common stock as satisfaction of accounts payable and accrued expenses  |   | $      | 1,008,220 |   |   | $      | 1,991,838 |   |   |   |   |   |
| Par value of common stock issued in conjunction with cashless exercise of warrants |   | $      | 998       |   |   | $      | 5,245     |   |   |   |   |   |

----

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

| 2. | Effects of Recent Accounting Pronouncements |
|----|---------------------------------------------|

----

| 3. | Stock-Based Compensation |
|----|--------------------------|

|                          |   |    |       |   | Weighted |   |    |      |   |
|-------------------------------|--------|---------|------------|--------|----------|--------|---------|-----------|--------|
|                          |   |    |       |   | Average  |   |    |      |   |
|                          |   |    |       |   | Exercise |   |    | Aggregate |   |
|                          |   |    |       |   | Price    |   |    | Intrinsic |   |
|                          |   | Options |       |   | Share    |   |    | Value     |   |
|                          |   |    |       |   |     |   |    |      |   |
| Outstanding, August 1, 2010   |   |    | 7,465,638  |   |     | $      | 0.49    |      |   |   |   |
| Granted                       |   |    | —    |   |     |   | — |      |   |   |   |
| Forfeited or expired          |   |    | (1,920,704 | )      |     |   | 0.27    |      |   |   |   |
| Exercised                     |   |    | (576,752   | )      |     |   | 0.001   |      |   | $ | 166,681 |   |
| Outstanding, January 31, 2011 |   |    | 4,968,182  |   |     | $      | 0.63    |      |   | $ | 134,996 |   |
| Exercisable, January 31, 2011 |   |    | 3,910,262  |   |     | $      | 0.62    |      |   | $ | 134,996 |   |

| Grant Date Fair Value of Options Granted              |   | $ | n/a     |   |
|-------------------------------------------------------|--------|---|---------|--------|
| Grant Date Fair Value of Options Forfeited or Expired |   | $ | 0.57    |   |
| Total Intrinsic Value of Options Exercised            |   | $ | 166,681 |   |

----

|                          |   |    |      |   | Weighted Average |   |
|-------------------------------|--------|---------|-----------|--------|-----------------------|--------|
|                          |   |    |      |   | Grant Date       |   |
|                          |   | Options |      |   | Fair Value       |   |
|                          |   |    |      |   |                  |   |
| Outstanding, August 1, 2010   |   |    | 2,021,669 |   |                  | $      | 0.53 |   |
| Granted                       |   |    | —   |   |                  |   | — |   |
| Vested                        |   |    | (797,082  | )      |                  |   | 0.55 |   |
| Forfeited                     |   |    | (166,667  | )      |                  |   | 0.58 |   |
| Outstanding, January 31, 2011 |   |    | 1,057,920 |   |                  | $      | 0.51 |   |

| 4. | Comprehensive Loss |
|----|--------------------|

| 5. | Inventory |
|----|-----------|

|           |   | January 31, 2011 |      |   | July 31, 2010 |   |
|----------------|--------|----------------------------|-----------|--------|-------------------------|--------|
| Raw materials  |   | $                          | 956,929   |   |                    | $      | 962,035 |   |
| Finished goods |   |                       | 608,682   |   |                    |   | 949,848 |   |
| Total          |   | $                          | 1,565,611 |   |                    | $      | 1,911,883 |   |

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

|                                                               |   | January 31, 2011 |      |   | July 31, 2010 |   |
|--------------------------------------------------------------------|--------|----------------------------|-----------|--------|-------------------------|--------|
| Accounts Payable & Accruals – General and Administrative |   | $                          | 3,168,572 |   |                    | $      | 3,480,340 |   |
| Accounts Payable & Accruals – Research and Development   |   |                       | 1,742,811 |   |                    |   | 2,621,514 |   |
| Accounts Payable & Accruals – Selling and Marketing      |   |                       | 575,485   |   |                    |   | 415,166 |   |
| Executive Compensation                                             |   |                       | 112,345   |   |                    |   | 37,694 |   |
| Total                                                              |   | $                          | 5,599,213 |   |                    | $      | 6,554,714 |   |

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

----

| 8. | Commitments |
|----|-------------|

----

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

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

|                                                                              |   |              |       |   |    |   |    | Additional          |   |   | Total     |   |
|-----------------------------------------------------------------------------------|--------|-------------------|------------|--------|---------|--------|---------|---------------------|--------|--------|-----------|--------|
|                                                                              |   | Common Stock |       |   | Paid-In |   |    | Stockholders’ |   |
|                                                                              |   | Shares            |       |   | Amount  |   |    | Capital             |   |   | Equity    |   |
|                                                                              |   |              |       |   |    |   |    |                |   |   |      |   |
| Issuance of common stock in private placement*                                    |   |              | 12,720,000 |   |    | $      | 12,720  |                |   | $      | 332,280   |   |   | $ | 345,000 |   |
| Issuance of common stock for services                                             |   |              | 4,020,402  |   |    |   | 4,020   |                |   |   | 1,677,775 |   |   |   | 1,681,795 |   |
| Issuance of common stock as employee compensation                                 |   |              | 146,942    |   |    |   | 147     |                |   |   | 50,353    |   |   |   | 50,500 |   |
| Stock-based executive compensation                                                |   |              | —    |   |    |   | — |                |   |   | 90,708    |   |   |   | 90,708 |   |
| Issuance of common stock as satisfaction of accounts payable and accrued expenses |   |              | 3,052,642  |   |    |   | 3,053   |                |   |   | 1,005,167 |   |   |   | 1,008,220 |   |
| Issuance of common stock in conjunction with cashless exercise of warrants        |   |              | 998,118    |   |    |   | 998     |                |   |   | (998      | )      |   |   | — |   |
| Amortization of stock options as employee compensation                            |   |              | —    |   |    |   | — |                |   |   | 49,533    |   |   |   | 49,533 |   |
| Options exercised for cash                                                        |   |              | 576,752    |   |    |   | 577     |                |   |   | —   |   |   |   | 577 |   |
| Total                                                                             |   |              | 21,514,856 |   |    | $      | 21,515  |                |   | $      | 3,204,818 |   |   | $ | 3,226,333 |   |

----

|                          |   | Warrants |       |
|-------------------------------|--------|----------|------------|
| Outstanding, August 1, 2010   |   |     | 37,426,745 |   |
| Issued (see Note 11)          |   |     | 17,281,070 |   |
| Forfeited or expired          |   |     | —    |   |
| Exercised                     |   |     | (1,000,000 | ) |
| Outstanding, January 31, 2011 |   |     | 53,707,815 |   |

----

| 11. | Derivative Warrant Liability |
|-----|------------------------------|

|                                                                    |   | Value  |       |   | No. of Warrants |   |
|-------------------------------------------------------------------------|--------|--------|------------|--------|---------------------------|--------|
| Balance at July 31, 2010 – Derivative warrant liability           |   |   | 5,679,721  |   |                      |   | 16,503,340 |   |
| Additional warrants issued in January 2011 financing                    |   |   | 2,580,000  |   |                      |   | 12,000,000 |   |
| Additional warrants from price protection features of existing warrants |   |   | 1,117,941  |   |                      |   | 5,281,070 |   |
| Decrease in fair value of derivative warrant liability                  |   |   | (2,186,158 | )      |                      |   | n/a |   |
| Balance at January 31, 2011 – Derivative warrant liability        |   | $      | 7,191,504  |   |                      |   | 33,784,410 |   |

|                       |   | January 31, |   |   | October 31, |   |   | July 31, |   |
|----------------------------|--------|------------------|--------|--------|------------------|--------|--------|---------------|--------|
|                       |   | 2011             |   |   | 2010             |   |   | 2010          |   |
|                       |   |             |   |   |             |   |   |          |   |
| Current exercise price     |   | $                | 0.25   |   |             | $      | 0.33   |          |   | $ | 0.33 |   |
| Time to expiration (years) |   |             | 5.15   |   |             |   | 5.49   |          |   |   | 5.75 |   |
| Risk-free interest rate    |   |             | 2.01   | %      |             |   | 1.35   | %             |   |   | 1.87 | % |
| Estimated volatility       |   |             | 105    | %      |             |   | 105    | %             |   |   | 104 | % |
| Dividend yield             |   |             | -0-    |   |             |   | -0-    |          |   |   | -0- |   |
| Current stock price        |   | $                | 0.25   |   |             | $      | 0.344  |          |   | $ | 0.40 |   |

----

| 12. | Qualifying Therapeutic Discovery Project Program |
|-----|--------------------------------------------------|

| 13. | Subsequent Events |
|-----|-------------------|

----

|   | · | our expectations concerning product candidates for our technologies; |
|--------|--------|----------------------------------------------------------------------|

|   | · | our expectations concerning existing or potential development and license agreements for third-party collaborations, acquisitions and joint ventures; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | our expectations of when different phases of clinical activity may commence and conclude; |
|--------|--------|-------------------------------------------------------------------------------------------|

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

|   | · | our expectations of when commercial sales of our products may commence and when actual revenue from the product sales may be received. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------|

|   | · | the inherent uncertainties of product development based on our new and as yet not fully proven technologies; |
|--------|--------|--------------------------------------------------------------------------------------------------------------|

|   | · | the risks and uncertainties regarding the actual effect on humans of seemingly safe and efficacious formulations and treatments when tested clinically; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | the inherent uncertainties associated with clinical trials of product candidates; |
|--------|--------|-----------------------------------------------------------------------------------|

|   | · | the inherent uncertainties associated with the process of obtaining regulatory approval to market product candidates; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------|

|   | · | the inherent uncertainties associated with commercialization of products that have received regulatory approval; |
|--------|--------|------------------------------------------------------------------------------------------------------------------|

|   | · | the volatility of, and recent decline in, our stock price; |
|--------|--------|------------------------------------------------------------|

|   | · | the delisting from NASDAQ for failure to satisfy the minimum bid price requirement; and |
|--------|--------|-----------------------------------------------------------------------------------------|

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

----

----

|   | · | Shreya Life Sciences Pvt. Ltd. for India, Pakistan, Bangladesh, Nepal, Bhutan, Sri Lanka, and Myanmar; |
|--------|--------|--------------------------------------------------------------------------------------------------------|

|   | · | Adcock Ingram Limited and Adcock Ingram Healthcare (Pty) Ltd. for South Africa, Lesotho, Swaziland, Botswana, Namibia, Mozambique and Zimbabwe; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | E&V Alca Distribution Corp. for Albania, Montenegro, and Kosovo; |
|--------|--------|----------------------------------------------------------------------|

|   | · | Medrey S.A.L. (formerly MedGen Corp.) and Benta S.A.L. for Lebanon; |
|--------|--------|---------------------------------------------------------------------|

|   | · | SciGen, Ltd. for China, Hong Kong, Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam; |
|--------|--------|-----------------------------------------------------------------------------------------------------------|

|   | · | Pharmaris Perus S.A.C. for Peru; |
|--------|--------|----------------------------------|

|   | · | MediPharma SA for Argentina |
|--------|--------|-----------------------------|

|   | · | PMG S.A. for Chile; and |
|--------|--------|-------------------------|

|   | · | Dong Sung Pharm. Co. Ltd. for South Korea. |
|--------|--------|--------------------------------------------|

----

----

----

----

----

----

|   | · | In the transaction that closed on June 15, 2009, we sold shares of common stock and warrants exercisable for up to 8,600,000 shares of our common stock to investors and issued Midtown Partners & Co., LLC, our exclusive placement agent for the transaction, a warrant to purchase up to 244,926 shares of our common stock. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | In the August 6, 2009 registered direct offering, we sold shares of common stock and warrants exercisable for up to 2,995,305 shares of our common stock to investors and issued a warrant to purchase 577,666 shares of our common stock to Midtown, which acted as our exclusive placement agent for the August 2009 transaction. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | In the transaction that closed on September 14, 2009, we sold an aggregate of 15,312,500 shares of our common stock and warrants exercisable for up to 5,053,125 shares of our common stock to investors and issued warrants to purchase up to 969,526 shares of our common stock to the two placement agents and a consultant in relation to the transaction. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | In the closings under the common stock purchase agreement that occurred in April, May and June 2010, we sold Seaside 12,000,000 shares of our common stock and issued to Midtown, as placement agent, warrants to purchase an aggregate of 300,000 shares of our common stock. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | In the initial closing under the securities purchase agreement that occurred in January 2011, we sold 12,000,000 shares of our common stock and issued warrants exercisable for up to 12,000,000 shares of our common stock to investors. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Date Issued   |   | Aggregate No. ofShares Unexercised |       |   | ExercisePrice |   | Expiration Date |
|--------------------|--------|---------------------------------------------------|------------|--------|---------------|--------|----------------------|
| June 15, 2009      |   |                                              | 8,844,926  |   |          |   | 0.76                 |   | December 15, 2014 |
|               |   |                                              |       |   |          |   |                 |   |   |
| August 6, 2009     |   |                                              | 3,572,971  |   |          |   | 0.79                 |   | February 4, 2015 |
|               |   |                                              |       |   |          |   |                 |   |   |
| September 14, 2009 |   |                                              | 6,022,651  |   |          |   | 1.00                 |   | March 15, 2015 |
|               |   |                                              |       |   |          |   |                 |   |   |
| April 8, 2010      |   |                                              | 50,000     |   |          |   | 0.47259              |   | February 9, 2015 |
|               |   |                                              |       |   |          |   |                 |   |   |
| April 21, 2010     |   |                                              | 50,000     |   |          |   | 0.4258               |   | February 9, 2015 |
|               |   |                                              |       |   |          |   |                 |   |   |
| April 30, 2010     |   |                                              | 50,000     |   |          |   | 0.415                |   | February 9, 2015 |
|               |   |                                              |       |   |          |   |                 |   |   |
| May 14, 2010       |   |                                              | 50,000     |   |          |   | 0.3496               |   | February 9, 2015 |
|               |   |                                              |       |   |          |   |                 |   |   |
| May 28, 2010       |   |                                              | 50,000     |   |          |   | 0.351                |   | February 9, 2015 |
|               |   |                                              |       |   |          |   |                 |   |   |
| June 11, 2010      |   |                                              | 50,000     |   |          |   | 0.3543               |   | February 9, 2015 |
|               |   |                                              |       |   |          |   |                 |   |   |
| January 25, 2011   |   |                                              | 12,000,000 |   |          |   | 0.25                 |   | January 25, 2016 |

----

|   | (i) | Series A and A-1 Warrants, which are exercisable for a period of 7 years into an aggregate of 75% of the number of shares of our common stock initially issuable upon conversion of the Notes, with the Series A Warrants being exercisable into 5,257,729 shares immediately upon issuance and the Series A-1 warrants being exercisable into 7,541,857 shares as of October 1, 2008; |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ii) | Series B Warrants, which became exercisable on October 1, 2008 into 100% of the shares of our common stock initially issuable upon conversion of the Notes (initially 17,066,166 shares) and remain exercisable for a period of 18 months after the registration statement covering the shares of common stock issuable upon conversion or exercise of the Notes and Warrants was declared effective by the SEC; and |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (iii) | Series C Warrants, which are exercisable for a period of 7 years as of October 1, 2008, but only to the extent that the Series B Warrant are exercised and only in the same percentage that the Series B Warrants are exercised, up to a maximum percentage of 75% of the number of shares of our common stock initially issuable upon conversion of the Notes (initially a maximum of 12,799,580 shares). |
|--------|-------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Date Issued |   | Aggregate No. ofShares Unexercised |       |   | ExercisePrice* |   | Expiration Date |
|------------------|--------|----------------------------------------------|------------|--------|----------------|--------|----------------------|
| March 31, 2008   |   |                                         | 18,388,957 |   |           | $      | 0.25                 |   | March 31, 2016 |
|             |   |                                         |       |   |           |   |                 |   |   |
| March 31, 2008   |   |                                         | 3,395,453  |   |           | $      | 0.25                 |   | September 30, 2016 |

----

|   | · | the timing and amount of expense incurred to complete our clinical trials; |
|--------|--------|----------------------------------------------------------------------------|

|   | · | the costs and timing of the regulatory process as we seek approval of our products in development; |
|--------|--------|----------------------------------------------------------------------------------------------------|

|   | · | the advancement of our products in development; |
|--------|--------|-------------------------------------------------|

|   | · | our ability to generate new relationships with industry partners throughout the world that will provide us with regulatory assistance and long-term commercialization opportunities; |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | the timing, receipt and amount of sales, if any, from Generex Oral-lynTM in India, Lebanon, Algeria and Ecuador; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------|

|   | · | the timing, receipt and amount of sales, if any, from our over-the-counter products; |
|--------|--------|--------------------------------------------------------------------------------------|

|   | · | the cost of manufacturing (paid to third parties) of our licensed products, and the cost of marketing and sales activities of those products; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | the costs of prosecuting, maintaining, and enforcing patent claims, if any claims are made; |
|--------|--------|---------------------------------------------------------------------------------------------|

|   | · | our ability to maintain existing collaborative relationships and establish new relationships as we advance our products in development; and |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | · | the receptivity of the financial market to biopharmaceutical companies. |
|--------|--------|-------------------------------------------------------------------------|

| Loan Amount |      | Interest Rateper Annum |   |
|------------------|-----------|----------------------------------|--------|
| $                | 1,109,468 |                             | 5.91   | % |
|             | 631,780   |                             | 6.75   | % |
|             | 675,263   |                             | 6.82   | % |
|             | 399,720   |                             | 8.50   | % |
|             | 185,029   |                             | 10.00  | % |
| $                | 3,001,260 |                             | Total  |   |

----

----

|   | · | broker-dealers must deliver, prior to the transaction a disclosure schedule prepared by the SEC relating to the penny stock market; |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------|

|   | · | broker-dealers must disclose the commissions payable to the broker-dealer and its registered representative; |
|--------|--------|--------------------------------------------------------------------------------------------------------------|

----

|   | · | broker-dealers must disclose current quotations for the securities; |
|--------|--------|---------------------------------------------------------------------|

|   | · | if a broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market; and |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|

|   | · | a broker-dealer must furnish its customers with monthly statements disclosing recent price information for all penny stocks held in the customer’s account and information on the limited market in penny stocks. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                      | GENEREX BIOTECHNOLOGY CORPORATION |
|---------------------------|---------------------------------------------|
|                      | (Registrant)                                |
|                      |                                        |   |
| Date: March 10, 2011 | By:                                         | /s/ Mark A. Fletcher |
|                      |                                        | Mark A. Fletcher |
|                      |                                        | Interim President and Chief Executive Officer |
|                      |                                        |   |
| Date: March 10, 2011 | By:                                         | /s/ Rose C. Perri |
|                      |                                        | Rose C. Perri |
|                      |                                        | Chief Financial Officer |

----

| ExhibitNumber |    | Description of Exhibit(1)                                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1             |         | Amendment dated as of April 7, 2010 to Placement Agent Agreement Placement Agency Agreement, dated June 8, 2009, by and between Generex Biotechnology Corporation and Midtown Partners & Co., LLC and amendments dated August 5, August 18, and September 11, 2009 (incorporated by reference to Exhibit 1.2 to Generex Biotechnology Corporation’s Current Report on Form 8-K filed on April 8, 2010)                                            |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 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 4.1 to Generex Biotechnology Corporation’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed on October 26, 2009)                                                                                                                                                                                       |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3(ii)         |         | Amended and Restated By-Laws of Generex Biotechnology Corporation (incorporated by reference to Exhibit 3.2(ii) to Generex Biotechnology Corporation’s Report on Form 8-K filed December 5, 2007)                                                                                                                                                                                                                                                     |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.1           |         | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Registration Statement on Form S-1 (File No. 333-82667) filed on July 12, 1999)                                                                                                                                                                                                                                                     |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.2.1         |         | Form of Securities Purchase Agreement entered into with Cranshire Capital, L.P.; Gryphon Partners, L.P.; Langley Partners, L.P.; Lakeshore Capital, Ltd.; LH Financial; Omicron Capital; Photon Fund, Ltd.; Howard Todd Horberg and Vertical Ventures, LLC dated May 29, 2003 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended October 31, 2003 filed on August 13, 2003) |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.2.2         |         | Form of Registration Rights Agreement entered into with Cranshire Capital, L.P.; Gryphon Partners, L.P.; Langley Partners, L.P.; Lakeshore Capital, Ltd.; LH Financial; Omicron Capital; Photon Fund, Ltd.; Howard Todd Horberg and Vertical Ventures, LLC dated May 29, 2003 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended October 31, 2003 filed on August 13, 2003) |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.2.3         |         | Form of Warrant granted to Cranshire Capital, L.P.; Gryphon Partners, L.P.; Langley Partners, L.P.; Lakeshore Capital, Ltd.; LH Financial; Omicron Capital; Photon Fund, Ltd.; Howard Todd Horberg and Vertical Ventures, LLC dated May 29, 2003 (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 10-Q/A for the quarter ended October 31, 2003 filed on August 13, 2003)                              |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.3           |         | Form of replacement Warrant issued to warrant holders exercising at reduced exercise price in May and June 2003 (incorporated by reference to Exhibit 4.13.7 to Generex Biotechnology Corporation’s Report on Form 10-K for the period ended July 31, 2003 filed on October 29, 2003)                                                                                                                                                                 |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4.1         |         | Securities Purchase Agreement, dated December 19, 2003, by and among Generex Biotechnology Corporation and the investors named therein (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K/A filed on March 24, 2004)                                                                                                                                                                                 |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4.2         |         | Registration Rights Agreement, dated December 19, 2003, by and among Generex Biotechnology Corporation and the investors named therein (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K/A filed on March 24, 2004)                                                                                                                                                                                 |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4.3         |         | Form of Warrant issued in connection with Exhibit 4.4.1 (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K/A filed on March 24, 2004)                                                                                                                                                                                                                                                                |
|          |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.4.4         |         | Form of Additional Investment Right issued in connection with Exhibit 4.4.1 (incorporated by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K/A filed on March 24, 2004)                                                                                                                                                                                                                                            |

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| 4.5.1        |   | Securities Purchase Agreement, dated January 7, 2004, by and between Generex Biotechnology Corporation and ICN Capital Limited (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                              |
|--------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.5.2        |   | Registration Rights Agreement, dated January 7, 2004, by and between Generex Biotechnology Corporation and ICN Capital Limited (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                              |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.5.3        |   | Warrant issued in connection with Exhibit 4.5.1 (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                                             |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.5.4        |   | Additional Investment Right issued in connection with Exhibit 4.5.1 (incorporated by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                         |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.6.1        |   | Securities Purchase Agreement, dated January 9, 2004, by and between Generex Biotechnology Corporation and Vertical Ventures, LLC (incorporated by reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                           |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.6.2        |   | Registration Rights Agreement, dated January 9, 2004, by and between Generex Biotechnology Corporation and Vertical Ventures, LLC (incorporated by reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                           |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.6.3        |   | Warrant issued in connection with Exhibit 4.6.1 (incorporated by reference to Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                                             |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.6.4        |   | Additional Investment Right issued in connection with Exhibit 4.6.1 (incorporated by reference to Exhibit 4.8 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                         |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.7.1        |   | Securities Purchase Agreement, dated February 6, 2004, by and between Generex Biotechnology Corporation and Alexandra Global Master Fund, Ltd. (incorporated by reference to Exhibit 4.9 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                              |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.7.2        |   | Registration Rights Agreement, dated February 6, 2004, by and between Generex Biotechnology Corporation and Alexandra Global Master Fund, Ltd. (incorporated by reference to Exhibit 4.10 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                             |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.7.3        |   | Warrant issued in connection with Exhibit 4.7.1 (incorporated by reference to Exhibit 4.11 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                                            |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.7.4        |   | Additional Investment Right issued in connection with Exhibit 4.7.1 (incorporated by reference to Exhibit 4.12 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                          |
| 4.7.5        |   | Escrow Agreement, dated February 26, 2004, by and among Generex Biotechnology Corporation, Eckert Seamans Cherin & Mellott, LLC and Alexandra Global Master Fund, Ltd. (incorporated by reference to Exhibit 4.13 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004) |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.8.1        |   | Securities Purchase Agreement, dated February 11, 2004, by and between Generex Biotechnology Corporation and Michael Sourlis (incorporated by reference to Exhibit 4.14 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                               |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.8.2        |   | Registration Rights Agreement, dated February 11, 2004, by and between Generex Biotechnology Corporation and Michael Sourlis (incorporated by reference to Exhibit 4.15 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                               |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.8.3        |   | Additional Investment Right issued in connection with Exhibit 4.8.1 (incorporated by reference to Exhibit 4.17 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                        |
|         |   |                                                                                                                                                                                                                                                                                                          |
| 4.9.1        |   | Securities Purchase Agreement, dated February 13, 2004, by and between Generex Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated by reference to Exhibit 4.18 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                          |

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| 4.9.2  |   | Registration Rights Agreement, dated February 13, 2004, by and between Generex Biotechnology Corporation and Zapfe Holdings, Inc. (incorporated by reference to Exhibit 4.19 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                      |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.9.3  |   | Warrant issued in connection with Exhibit 4.9.1 (incorporated by reference to Exhibit 4.20 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.9.4  |   | Additional Investment Right issued in connection with Exhibit 4.9.1 (incorporated by reference to Exhibit 4.21 Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2004)                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.10.1 |   | Securities Purchase Agreement, dated June 23, 2004, by and among Generex Biotechnology Corporation and the investors named therein (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on July 14, 2004)                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.10.2 |   | Registration Rights Agreement, dated June 23, 2004, by and among Generex Biotechnology Corporation and the investors (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on July 14, 2004)                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.10.3 |   | Form of Warrant issued in connection with Exhibit 4.10.1 (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on July 14, 2004)                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.10.4 |   | Form of Additional Investment Right issued in connection Exhibit 4.10.1 (incorporated by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K filed on July 14, 2004)                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.11.1 |   | Securities Purchase Agreement, dated November 10, 2004, by and among Generex Biotechnology Corporation and the investors named therein (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on November 12, 2004)                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.11.2 |   | Form of 6% Secured Convertible Debenture issued in connection with Exhibit 4.11.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on November 12, 2004)                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.11.3 |   | Registration Rights Agreement, dated November 10, 2004, by and among Generex Biotechnology Corporation and the investors named therein (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on November 12, 2004)                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.11.4 |   | Form of Voting Agreement entered into in connection with Exhibit 4.11.1 (incorporated by reference to Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K filed on November 12, 2004)                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.12   |   | Warrant issued to The Aethena Group, LLC on April 28, 2005 (incorporated by reference to Exhibit 4.20 to Generex Biotechnology Corporation’s Quarterly Report on Form 10-Q filed on June 14, 2005)                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.13.1 |   | Amendment No. 4 to Securities Purchase Agreement and Registration Rights Agreement entered into by and between Generex Biotechnology Corporation and the Purchasers listed on the signature pages thereto on January 19, 2006 (incorporated by reference herein to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 20, 2006) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.13.2 |   | Form of Additional AIRs issued in connection with Exhibit 4.13.1 (incorporated by reference herein to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 20, 2006)                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.14   |   | Form of Warrant issued by Generex Biotechnology Corporation on January 23, 2006 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 24, 2006)                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.15.1 |   | Agreement to Amend Warrants between Generex Biotechnology Corporation and Cranshire Capital L.P. dated February 27, 2006 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on February 28, 2006).                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.15.2 |   | Agreement to Amend Warrants between Generex Biotechnology Corporation and Omicron Master Trust dated February 27, 2006 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on February 28, 2006).                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 4.15.3 |   | Agreement to Amend Warrants between Generex Biotechnology Corporation and Iroquois Capital L.P. dated February 27, 2006 (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on February 28, 2006).                                                                                                            |

----

| 4.15.4 |   | Agreement to Amend Warrants between Generex Biotechnology Corporation and Smithfield Fiduciary LLC dated February 27, 2006 (incorporated by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K filed on February 28, 2006). |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                              |
| 4.15.5 |   | Form of Warrant issued by Generex Biotechnology Corporation on February 27, 2006 (incorporated by reference to Exhibit 4.26 to Generex Biotechnology Corporation’s Report on Form 10-K filed on October 16, 2006)                                           |

| 4.16.1 |   | Agreement to Amend Additional Investment Right between Generex Biotechnology Corporation and Cranshire Capital, L.P. dated February 28, 2006 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2006).  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                             |
| 4.16.2 |   | Agreement to Amend Additional Investment Right between Generex Biotechnology Corporation and Omicron Master Trust dated February 28, 2006 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2006).     |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.16.3 |   | Agreement to Amend Additional Investment Right between Generex Biotechnology Corporation and Iroquois Capital LP dated February 28, 2006 (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2006).      |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.16.4 |   | Agreement to Amend Additional Investment Right between Generex Biotechnology Corporation and Smithfield Fiduciary LLC dated February 28, 2006 (incorporated by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 1, 2006). |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.16.5 |   | Form of Additional AIR Debenture issued by Generex Biotechnology Corporation on February 28, 2006 (incorporated by reference to Exhibit 4.31 to Generex Biotechnology Corporation’s Report on Form 10-K filed on October 16, 2006)                                         |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.16.6 |   | Form of Additional AIR Warrant issued by Generex Biotechnology Corporation on February 28, 2006 (incorporated by reference to Exhibit 4.32 to Generex Biotechnology Corporation’s Report on Form 10-K filed on October 16, 2006)                                           |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.17.1 |   | Form of Agreement to Amend Warrants between Generex Biotechnology Corporation and the Investors dated March 6, 2006 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 7, 2006).                           |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.17.2 |   | Form of Warrant issued by Generex Biotechnology Corporation on March 6, 2006 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on March 7, 2006)                                                                   |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.18   |   | Warrant issued by Generex Biotechnology Corporation on April 17, 2006 to Zapfe Holdings, Inc. (incorporated by reference to Exhibit 4.33 to Generex Biotechnology Corporation’s Report on Form 10-Q filed on June 14, 2006)                                                |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.19   |   | Form of Warrant issued by Generex Biotechnology Corporation on April 17, 2006 to certain employees (incorporated by reference to Exhibit 4.34 to Generex Biotechnology Corporation’s Report on Form 10-Q filed on June 14, 2006).                                          |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.20.1 |   | Securities Purchase Agreement entered into by and between Generex Biotechnology Corporation and four Investors on June 1, 2006 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2, 2006)                  |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.20.2 |   | Form of Warrant issued by Generex Biotechnology Corporation on June 1, 2006 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2, 2006)                                                                     |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.21.1 |   | Form of Amendment to Outstanding Warrants (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2, 2006)                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.21.2 |   | Form of Warrant issued by Generex Biotechnology Corporation on June 1, 2006 in connection with Exhibit 4.39 (incorporated by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 2, 2006)                                     |
|   |   |                                                                                                                                                                                                                                                                             |
| 4.22.1 |   | Securities Purchase Agreement, dated as of March 31, 2008 among the Registrant and each of the purchasers named therein (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on April 2, 2008)                        |

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| 4.22.2 |   | Form of 8% Secured Convertible Note, as amended (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Registration Statement (333-150562) on Form S-3 filed on October 31, 2008)                                                                                 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.22.3 |   | Form of Series A Warrant, as amended (incorporated by reference to Exhibit 4.3 to Generex Biotechnology Corporation’s Registration Statement on Form S-3 (333-150562) filed on October 31, 2008)                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.22.4 |   | Form of Series A-1 Warrant, as amended (incorporated by reference to Exhibit 4.4 to Generex Biotechnology Corporation’s Registration Statement on Form S-3 (333-150562) filed on October 31, 2008)                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.22.5 |   | Form of Series B Warrant, as amended (incorporated by reference to Exhibit 4.5 to Generex Biotechnology Corporation’s Registration Statement on Form S-3 (333-150562) filed on October 31, 2008)                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.22.6 |   | Form of Series C Warrant, as amended (incorporated by reference to Exhibit 4.6 to Generex Biotechnology Corporation’s Registration Statement on Form S-3 (333-150562) filed on October 31, 2008)                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.22.7 |   | Registration Rights Agreement, dated March 31, 2008, among Registrant and each of the purchasers under Securities Purchase Agreement (incorporated by reference to Exhibit 4.7 to Generex Biotechnology Corporation’s Report on Form 8-K filed on April 2, 2008)                            |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.22.8 |   | Security Agreement (incorporated by reference to Exhibit 4.8 to Generex Biotechnology Corporation’s Report on Form 8-K filed on April 2, 2008)                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.22.9 |   | Form of Guaranty (incorporated by reference to Exhibit 4.9 to Generex Biotechnology Corporation’s Report on Form 8-K filed on April 2, 2008)                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.23.1 |   | Form of Securities Purchase Agreement, dated May 15, 2009, entered into between Generex Biotechnology Corporation and each investor in the offering (incorporated by reference to Exhibit 1.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on May 18, 2009)              |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.24.1 |   | Form of Securities Purchase Agreement, dated June 15, 2009, entered into between Generex Biotechnology Corporation and each investor in the offering (incorporated by reference to Exhibit 10.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 16, 2009)           |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.24.2 |   | Form of Warrant issued in connection with Exhibit 4.24.1 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 16, 2009)                                                                                                   |
| 4.24.3 |   | Form of Warrant issued to Midtown Partners & Co., LLC in connection with Exhibit 4.24.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on June 16, 2009)                                                                     |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.25.1 |   | Form of Securities Purchase Agreement, dated August 6, 2009, entered into between Generex Biotechnology Corporation and each investor in the offering (incorporated by reference to Exhibit 10.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on August 6, 2009)         |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.25.2 |   | Form of Warrant issued in connection with Exhibit 4.25.1 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on August 6, 2009)                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.25.3 |   | Form of Warrant issued to Midtown Partners & Co., LLC in connection with Exhibit 4.25.1 (incorporated by reference to Exhibit 4.28 to Generex Biotechnology Corporation’s Report on Form 8-K filed on August 6, 2009)                                                                   |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.26.1 |   | Form of Securities Purchase Agreement, dated September 11, 2009, entered into between Generex Biotechnology Corporation and each investor in the offering (incorporated by reference to Exhibit 10.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on September 15, 2009) |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.26.2 |   | Form of Warrant issued in connection with Exhibit 4.26.1 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on September 15, 2009)                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                              |
| 4.26.3 |   | Form of Warrant issued to Midtown Partners & Co., LLC in connection with Exhibit 4.26.1 (incorporated by reference to Exhibit 4.2 to Generex Biotechnology Corporation’s Report on Form 8-K filed on September 15, 2009)                                                                |

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| 4.27.1 |   | Common Stock Purchase Agreement dated April 7, 2010 by and between Generex Biotechnology Corporation and Seaside 88, LP. (incorporated by reference to Exhibit 10.1 to Generex Biotechnology Corporation’s Report on Form  8-K filed on April 8, 2010)                                                                |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                  |
| 4.27.2 |   | First Amendment to Common Stock Purchase Agreement dated April 28, 2010 by and between Generex Biotechnology Corporation and Seaside 88, LP. (incorporated by reference to Exhibit 10.1 to Generex Biotechnology Corporation’s Report on Form  8-K filed on April 29, 2010)                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
| 4.27.3 |   | Form of Warrant issued to Midtown Partners & Co., LLC in connection with the Placement Agency Agreement and in connection with Exhibit 4.27.1 hereto (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on April 8, 2010)                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
| 4.28.1 |   | Form of Securities Purchase Agreement, dated January 24, 2011, entered into between Generex Biotechnology Corporation and each investor in the offering (incorporated by reference to Exhibit 10.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 25, 2011)                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
| 4.28.2 |   | Form of Warrant issued in connection with Exhibit 4.28.1 (incorporated by reference to Exhibit 4.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on January 25, 2011)                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.1   |   | Summary of Compensation Arrangements with Executive Officers                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.2   |   | Amendment to the Employment Terms for Mark A. Fletcher, dated September 29, 2010 (incorporated by reference to Exhibit 10.46 to Generex Biotechnology Corporation’s Report on Form 10-K filed on October 14, 2010)                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
| 10.3   |   | Limited Liability Company Ownership Interest Purchase Agreement by and among Generex Biotechnology Corporation, Global Medical Direct, LLC and Joseph Corso, Jr., Robert S. Shea and Mark Franz (incorporated by reference to Exhibit 10.1 to Generex Biotechnology Corporation’s Report on Form 8-K filed on October 12, 2010) |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
| 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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