8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported) December 17, 2004

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                        Generex Biotechnology Corporation
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             (Exact name of registrant as specified in its charter)



         Delaware                      000-25169                  82-049021
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(State or other jurisdiction          (Commission              (IRS Employer
     of Incorporation)                 File Number)          Identification No.)



          33 Harbor Square, Suite 202, Toronto, Ontario Canada M5J 2G2
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               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code 416/364-2551
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          (Former name or former address, if changed since last report)






Item 1.02. Termination of a Material Definitive Agreement

On December 21, 2004, Generex Biotechnology Corporation issued a press release
announcing that it had entered into an agreement (the "Termination Agreement")
on December 17, 2004 with Elan Corporation, plc and Elan International Services,
Ltd. ("EIS" and together with Elan Corporation, plc, "Elan"), whereby Generex
and Elan agreed to terminate their joint venture through Generex (Bermuda) Ltd.
The joint venture was initially established to pursue the application of certain
of Generex's and Elan's drug delivery technologies.

In connection with the joint venture, the parties had entered into (i) a Joint
Development Agreement, pursuant to which the parties agreed to collaborate on
the application of certain of each party's drug delivery technologies, (ii)
various license agreements, whereby Generex (Bermuda), Ltd. was granted
non-exclusive licenses to utilize Generex's buccal delivery technology and
certain Elan drug delivery technologies, and (iii) a registration rights
agreement with respect to the capital stock of Generex (Bermuda) received by
each party, as described below (collectively, the "Joint Venture Agreements").
In addition, under the terms of the joint venture, Elan was granted the right to
(i) appoint one member to Generex's Board of Directors, although it has not
recently exercised this right, (ii) purchase 344,116 shares of Generex's common
stock for $5,000,000 (iii) receive warrants exercisable into shares of Generex's
common stock and (iv) receive registration rights with respect to Generex's
shares of common stock pursuant to the terms of a Registration Rights Agreement.
Furthermore, in accordance with the terms of the joint venture, EIS purchased
1,000 shares of Generex's Series A Convertible Preferred Stock for $12,015,000
(the "Series A Preferred Stock"), the proceeds of which Generex used to
subscribe for an 80.1% equity ownership interest in Generex (Bermuda).
Separately, EIS paid in capital of $2,985,000 to subscribe for a 19.9% equity
ownership interest in Generex (Bermuda); however, subsequent to its purchase of
the Series A Preferred Stock, EIS transferred the shares of Series A Preferred
Stock to Elan Pharmaceuticals Investment III, an affiliate of Elan ("EPIL III").

In accordance with the terms of the Series A Preferred Stock, EPIL III had the
right, subject to certain conditions, to increase its ownership of Generex
(Bermuda) up to 50% by exchanging the Series A Preferred Stock for an additional
30.1% equity ownership of Generex (Bermuda). Additionally, if any shares of
Series A Preferred Stock had been outstanding on January 16, 2007, Generex would
have been required to redeem the shares of Series A Preferred Stock at a
redemption price equal to the aggregate Series A Preferred Stock liquidation
preference (which currently equals the aggregate original purchase price of the
Series A Preferred Stock), either in cash, or in shares of its common stock with
a fair market value equal to the redemption price. Alternatively, the Series A
Preferred Stock could be converted, under certain conditions, into shares of
Generex's common stock (the "Securities Agreements").

In January 2002, 2003 and 2004, pursuant to the terms of the Series A Preferred
Stock, the Elan affiliate received a 6% stock dividend of Series A Preferred
Stock. Accordingly, there are currently 1,191 shares of Series A Preferred Stock
outstanding.

Pursuant to the terms of the Termination Agreement, (i) the parties have agreed
to terminate the Joint Venture Agreements and the Securities Agreements, except
for the Warrant, which was amended to permit Elan or any other holder thereof to
transfer the Warrant without the consent of Generex, and (ii) Elan has agreed to
transfer all shares of capital stock of Generex (Bermuda) owned by it to
Generex. Accordingly, all rights granted by each party to the other terminate,
including without limitation, Elan's right to appoint a member to Generex's
Board of Directors, all other rights granted under the terms of the joint
venture terminate, each party retains its intellectual property rights, Generex
obtains full ownership of Generex (Bermuda), and all representatives of Elan who
are officers and directors of Generex (Bermuda) are required to resign.


In connection with negotiating the Termination Agreement, EPIL III approached
Generex for consent to transfer the Series A Preferred Stock by way of an
auction process. Generex responded to EPIL III's request by delivering a
proposal letter describing the terms and conditions pursuant to which Generex
would consent to the transfer of the Series A Preferred Stock (the "Proposal").
The Proposal required that (i) the auction process conclude no later than
December 15, 2004 and that EPIL III's disposition of the shares conclude no
later than December 31, 2004 (the "Closing Date"), (ii) the buyer immediately
convert the preferred stock at the voluntary conversion price of $25.77
(calculated pursuant to the terms of the certificate of designation for the
preferred stock resulting in the issuance of 534,085 shares of common stock),
(iii) EPIL III's registration rights may not be transferred, and (iv) for a
period of two (2) years after the Closing Date, the purchaser of the Series A
Preferred Stock may not transfer the shares of common stock issuable upon
conversion thereof and Generex shall have the right to redeem the shares of
common stock at a per share price of 150% of the average closing price of the
common stock on the Nasdaq SmallCap Market for the twenty (20) days immediately
preceding the Closing Date. On or around December 15, 2004, EPIL III conducted
the auction and received an offer to by the shares of Series A Preferred Stock.
The purchaser of the Series A Preferred Stock has confirmed in writing to
Generex that it would be purchasing the Series A Preferred Stock in accordance
with the terms and conditions of the Proposal.

Upon conversion of the Series A Preferred Stock, approximately $14,300,000
currently classified as mezzanine equity would be moved to common equity on
Generex's balance sheet.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.

Item 9.01   Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

The following exhibits are filed herewith:

Exhibit No.                       Description
- -----------                       -----------

99.1              Press release dated December 21, 2004.


                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    GENEREX BIOTECHNOLOGY CORPORATION



Dated: December 22, 2004            By: /s/ Rose C. Perri
                                    --------------------------------------
                                        Rose C. Perri
                                        Chief Operating Officer
                                        (principal financial officer)










                                  Exhibit Index


Exhibit No.                Description
- -----------                -----------

99.1              Press release dated December 21, 2004.

EX-99.1

GENEREX BIOTECHNOLOGY AND ELAN AGREE TO TERMINATE DORMANT JOINT VENTURE

GENEREX SHAREHOLDERS' EQUITY TO INCREASE THROUGH CONVERSION OF PREFERRED STOCK

TRANSACTION WILL ALLOW COMPANY TO MEET NASDAQ MINIMUM STOCKHOLDERS' EQUITY
REQUIREMENTS

TORONTO, December 21, 2004 -- Generex Biotechnology Corporation (NasdaqSC: GNBT)
announced today that it has entered into an agreement which will result in the
conversion of $14.3 million of Generex preferred stock owned by Elan Corporation
PLC into Generex common stock at the voluntary conversion ratio of $25.277 per
share specified in the original terms of the preferred stock. Shares of Generex
closed Monday at $0.65.

When this transaction is completed, the full value of the outstanding preferred
stock will be added back to Generex stockholders' equity in its financial
statements for the current quarter, increasing the Company's net worth by $14.3
million. This will result in stockholders' equity exceeding the minimum
stockholders' equity requirements of Nasdaq Marketplace Rule 4310(c)(2)(B).

The transaction will also resolve all other aspects of the Company's
relationship with Elan. In connection with the establishment of a joint venture
in 2001, Generex issued certain preferred shares to Elan which had originally
been classified as equity. Subsequently, in connection with the audit of
Generex's financial statements for the fiscal year ended July 31, 2002, those
preferred shares were removed from the Company's stockholders' equity and
re-classified as mezzanine equity. This resulted in a reduction of Generex's
stockholders' equity by the value of the outstanding preferred stock, at that
time approximately $12 million.

Pursuant to an arrangement between Generex and Elan, Elan has agreed to sell the
preferred stock to a third party on terms which will require the third party to
immediately on closing convert all of the outstanding preferred stock into
Generex common stock at the preferred stock conversion ratio of $25.277 per
share for an aggregate of 534,085 shares. The closing could take place as early
as December 22, 2004.

Generex and Elan have agreed to terminate the joint venture and mutual releases
will be exchanged. The parties had agreed to pursue the development of buccal
morphine technology through the joint venture. Generex will now be free to
pursue buccal morphine on its own or with a new partner.

About Generex

Generex is engaged in the research and development of drug delivery systems and
technology. To date, it has focused on developing a platform technology for the
buccal delivery -- delivery to the oral cavity for absorption through the inner



mouth mucosa -- of drugs that historically have been administered only by
injection. Generex's buccal delivery technology has application to a large
number of drugs.
This release and oral statements made from time to time by Generex
representatives concerning the same subject matter may contain "forward- looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements can be identified by introductory words such as
"expects," "plans," "intends," "believes," "will," "estimates," "forecasts,"
"projects" or words of similar meaning, and by the fact that they do not relate
strictly to historical or current facts. Forward-looking statements frequently
are used in discussing potential product applications, potential collaborations,
product development activities, clinical studies, regulatory submissions and
approvals, and similar operating matters. Many factors may cause actual results
to differ from forward-looking statements, including inaccurate assumptions and
a broad variety of risks and uncertainties, some of which are known and others
of which are not. Known risks and uncertainties include those identified from
time to time in the reports filed by Generex with the Securities and Exchange
Commission, which should be considered together with any forward-looking
statement. No forward- looking statement is a guarantee of future results or
events, and one should avoid placing undue reliance on such statements. Generex
claims the protection of the safe harbor for forward-looking statements that is
contained in the Private Securities Litigation Reform Act.