-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KwpMumhxy37MOuebNiYsBZfGC/HKrR2rKl6rxSCjd8n6M/QDXrRyCNCFxk3KGWED wNK8JGh+f+OhbMxlw+W6Vw== 0000950116-05-001260.txt : 20050401 0000950116-05-001260.hdr.sgml : 20050401 20050401170357 ACCESSION NUMBER: 0000950116-05-001260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050328 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENEREX BIOTECHNOLOGY CORP CENTRAL INDEX KEY: 0001059784 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 820490211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25169 FILM NUMBER: 05726349 BUSINESS ADDRESS: STREET 1: 33 HARBOUR SQ STREET 2: STE 202 CITY: TORONTO ONTARIO CANADA STATE: A1 ZIP: M5J 2G2 BUSINESS PHONE: 4163642551 MAIL ADDRESS: STREET 1: 33 HARBOUR SQ STREET 2: STE 202 CITY: TORONTO ONTARIO CA STATE: A1 ZIP: M5J 2G2 8-K 1 eightk.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 28, 2005 GENEREX BIOTECHNOLOGY CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 000-25169 98-0178636 --------------- ------------ ------------- (State of Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 33 Harbour Square, Suite 202, Toronto, Ontario Canada M5J 2G2 ----------------------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (416) 364-2551 -------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item 3.02 Unregistered Sales of Equity Securities. On March 28, 2005, Generex Biotechnology Corporation (the "Company") entered into a Promissory Note and Agreement with Cranshire Capital, L.P. ("Cranshire") pursuant to which Cranshire loaned the Company the principal amount of $500,000, which amount will accrue interest at the rate of 10% per annum (the "Note"). The outstanding principal balance under the Note and any accrued but unpaid interest thereon is due and payable on May 15, 2005 to the extent that Cranshire has not exercised its conversion rights under the Note as described below. Interest on the outstanding principal balance under the Note will accrue after the maturity date, default or judgment against the Company, and interest on overdue amounts, including accrued but unpaid interest, will accrue at the rate of 10% per annum. As additional consideration for the loan, on April 28, 2005, the Company will issue Cranshire a warrant to purchase an aggregate of 1,219,512 shares of the Company's Common Stock, par value $0.001 per share ("Common Stock"), which will expire on April 27, 2010 (the "Warrant"). At any time after April 28, 2005 and at Cranshire's option, the outstanding principal balance under the Note, together with any accrued but unpaid interest thereon, and the Warrant will be convertible or exercisable into shares of Common Stock at the conversion/exercise price of $0.82 per share. Cranshire has agreed that it will neither convert the Note nor exercise the Warrant if such conversion or exercise would cause Cranshire, together with its affiliates, to beneficially own more than 9.99% of the shares of Common Stock then outstanding. The Company has agreed to register the shares of Common Stock issued upon conversion of the Note and exercise of the Warrant for resale in the next registration statement that the Company files with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Cranshire's right to convert the Note is subject to certain participation rights of Iroquois Capital, L.P., Omicron Master Trust and Smithfield Fiduciary, LLC, which, together with Cranshire, are the holders of the Company's 6% Secured Convertible Debentures (the "Debentures") issued pursuant to a Securities Purchase Agreement, which closed on November 15, 2004 (the "Securities Purchase Agreement"). The Securities Purchase Agreement is discussed in and filed as an exhibit to the Company's Current Report on Form 8-K, filed November 12, 2004. The participation rights granted to the holders of the Debentures under the Securities Purchase Agreement provide that, upon any financing by the Company or any of its subsidiaries of Common Stock or debt or securities convertible or exercisable into Common Stock, each such holder will have the right to purchase up to 100% of such financing. The Company does not anticipate that the other holders of Debentures will elect to exercise their participation rights with respect to the Note. The Company is obligated to use a portion of the proceeds from the Note to pay two of the holders of the Debentures (not including Cranshire) the full amount of the March 1, 2005 monthly amortization payments due under the Debentures. The Note is subordinate to the obligations of the Company under the Debentures. The offer and sale of the Note and the Warrant, including shares of Common Stock into which the Note and Warrant are convertible or exercisable (collectively, the "Securities"), by the Company to Cranshire was exempt from registration under the Securities Act in reliance upon Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder. Cranshire has previously represented and warranted to the Company that it is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D. Any certificates issued representing the Warrant and shares of Common Stock issued upon conversion/exercise of the Note and the Warrant will be legended to indicate that they are restricted. No sale of the Securities involved the use of underwriters, and no commissions were paid in connection with the issuance or sale of the Securities. On March 30, 2005, the Company also entered into an Assistance Agreement with Eckert Seamans Cherin & Mellott, LLC, ("Eckert Seamans"), pursuant to which Eckert Seamans has advanced the Company funds in the amount of $325,179.48 for the sole purpose of making the interest payment and the monthly redemption payment due on March 31, 2005 and April 1, 2005, respectively, under the Debentures (the "Assistance Agreement"). The Company has agreed to repay such advance without interest in three equal installments due on October 1, 2005, November 1, 2005 and December 1, 2005. If the Company fails to pay any installment when due, all amounts owed to Eckert Seamans will be payable on demand, and interest on such unpaid amounts will accrue at the rate of 8% per annum. In connection with this transaction, the Company executed a release in favor of Eckert Seamans. Eckert Seamans has represented the Company in various transactions and matters since 1998 and represented the Company with respect to the Securities Purchase Agreement and certain other transactions relating to the Debentures but did not represent the Company with respect to the Assistance Agreement or the release executed in connection therewith. THE ABOVE DESCRIPTION OF, AMONG OTHER THINGS, THE TERMS OF THE NOTE, THE WARRANT, AND THE ASSISTANCE AGREEMENT, IS QUALIFIED IN ITS ENTIRETY BY THE NOTE AND THE ASSISTANCE AGREEMENT, WHICH ARE INCORPORATED BY REFERENCE HEREIN. THE COMPANY IS FILING THE NOTE AND THE ASSISTANCE AGREEMENT AS EXHIBITS 4 AND 10, RESPECTIVELY, TO THIS CURRENT REPORT ON FORM 8-K. Item 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. 4 Promissory Note and Agreement, dated March 28, 2005 by and between Generex Biotechnology Corporation and Cranshire Capital, L.P. 10 Assistance Agreement, dated March 30, 2005 by and between Generex Biotechnology Corporation and Eckert Seamans Cherin & Mellott, LLC Forward-Looking Statements - --------------------------- This Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), which are subject to the safe harbors created thereby. The Act limits the Company's liability in any lawsuit based on forward-looking statements it has made. All statements, other than statements of historical facts, included in this Report that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such matters as the Company's projections, future capital expenditures, business strategy, competitive strengths, goals, expansion, market and industry developments and the growth of its businesses and operations, are forward-looking statements. These statements can be identified by introductory words such as "anticipate" or words of similar meaning, and by the fact that they do not relate strictly to historical or current facts. Any or all of the Company's forward-looking statements may turn out to be wrong. They may be affected by inaccurate assumptions that the Company might make or by known or unknown risks and uncertainties. Actual outcomes and results may differ materially from what is expressed or implied in the Company's forward-looking statements. Among the factors that could affect future results are: the inability to raise additional capital; depression of the market price of the Company's Common Stock and dilution of the holders of Common Stock in the event that the Company raises additional equity financing; the inherent uncertainties of product development based on the Company's 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; and the inherent uncertainties associated with the process of obtaining regulatory approval to market product candidates. The Company cautions investors that the forward-looking statements contained in this Report must be interpreted and understood in light of conditions and circumstances that exist as of the date of this Report. The Company expressly disclaims any obligation or undertaking to update or revise forward-looking statements made in this Report to reflect any changes in management's expectations resulting from future events or changes in the conditions or circumstances upon which such expectations are based. 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: April 1, 2005 By: /s/ Rose C. Perri -------------------------------- Chief Operating Officer and Acting Chief Financial Officer (principal financial officer) EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 4 Promissory Note and Agreement, dated March 28, 2005 by and between Generex Biotechnology Corporation and Cranshire Capital, L.P. 10 Assistance Agreement, dated March 30, 2005 by and between Generex Biotechnology Corporation and Eckert Seamans Cherin & Mellott, LLC EX-4 2 ex4.txt EXHIBIT 4 EXHIBIT 4 PROMISSORY NOTE & AGREEMENT PRINCIPAL: $500,000 DATED: MARCH 28, 2005 INTEREST RATE: 10% MATURITY DATE: MAY 15, 2005 FOR VALUE RECEIVED, GENEREX BIOTECHNOLOGY CORPORATION (the "Borrower") hereby acknowledges itself indebted and promises to pay to CRANSHIRE CAPITAL, L.P. (the "Holder"), at 666 Dundee Road, Suite 1901, Northbrook, Illinois 60062 the principal sum of Five Hundred Thousand Dollars ($500,000) in lawful money of the United States of America. The Borrower shall pay interest on the said principal sum outstanding from time to time at the rate of ten percent (10%) per annum (both before and after maturity and before and after default or judgement with interest on overdue interest at the same rate), such interest to accrue from the date hereof, to be calculated monthly, and to be payable on May 15, 2005 (to the extent that the Holder has not exercised the Conversion Entitlement in respect thereof (as that term is hereinafter defined)). The whole of the said principal sum outstanding shall become due and payable in full on May 15, 2005 (to the extent that the Holder has not exercised the Conversion Entitlement in respect thereof (as that term is hereinafter defined)). At any time after April 28, 2005 until this promissory note is no longer outstanding, this promissory note and any accrued and unpaid interest in respect thereof shall be convertible into shares of the Borrower's common stock ("Conversion Shares") at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion hereinafter set forth), at the rate of $0.82 per share (the "Conversion Entitlement"). The Holder shall exercise the Conversion Entitlement by delivering written notice thereof to the Borrower specifying the amount of this promissory note to be converted and the date on which such conversion is to be effected (the "Conversion Date"). Conversions hereunder shall be applied firstly against accrued and unpaid interest in respect of this promissory note as at the Conversion Date and secondly against the outstanding principal amount of this promissory note as at the Conversion Date. The Holder's exercise of the Conversion Entitlement shall be subject to the participation rights of the holders of the 6% convertible debentures due February 10, 2006 issued by the Borrower on November 10, 2004 (the "Debentures"). As additional consideration for the transactions contemplated hereby, on April 28, 2005 the Borrower will issue to the Holder a warrant (the "Warrant") to purchase an aggregate of 1,219,512 shares of the Borrower's common stock (the "Warrant Shares") at a per-share price of $0.82, such Warrant to expire on April 27, 2010. The Holder hereby covenants and agrees that it will not exercise the Conversion Entitlement or the Warrant, in whole or in part, to the extent that after giving effect to any such conversion or exercise the Holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of the Borrower's common stock outstanding immediately after giving effect to such conversion or exercise (not including shares of the Borrower's common stock issuable upon (a) exercise of any remainder of the Conversion Entitlement or any remainder of the Warrant, or (b) conversion or exercise of the non-converted or unexercised portion of any other securities of the Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates). To the extent the foregoing limitation applies, the determination whether or not the Conversion Entitlement or the Warrant is exercisable and to what extent shall be in the sole discretion of the Holder. The Borrower hereby covenants and agrees to qualify the Conversion Shares and the Warrant Shares for public resale by including the same in the next registration statement filed after the date hereof by the Borrower under the Securities Act of 1933. The Borrower hereby covenants and agrees to forthwith apply a portion of the proceeds of this promissory note to pay to each of Iroquois Capital LP and Smithfield Fiduciary LLC the full amount of the March 1, 2005 monthly amortization payments due under the Debentures held them together with all accrued and unpaid interest in respect thereof. For greater certainty, the Borrower shall have no obligation to apply any portion of the proceeds of this promissory note to the April 1, 2005 monthly amortization payments due under the Debentures. The Borrower hereby covenants and agrees that any and all net proceeds to the Borrower of any debt or equity financings or any revenues received from third parties as license, co-marketing, collaboration, distribution, joint venture, strategic alliance or like fees shall be applied forthwith following the Borrower's receipt thereof, to the extent necessary, to the repayment of the then outstanding principal balance of this promissory note together with any and all accrued and unpaid interest thereon. The Holder hereby acknowledges and agrees that the obligations of the Borrower under this promissory note are subordinate to the obligations of the Borrower under the Debentures. The Borrower hereby waives demand, presentment for payment, notice of non-payment, protest and notice of protest of this promissory note. This promissory note shall be governed by and construed in accordance with the laws of the State of Illinois. DATED this 28th day of March, 2005. GENEREX BIOTECHNOLOGY CORPORATION Per: /s/ Anna E. Gluskin ----------------------------------------- Name: Anna E. Gluskin Title: President, Chief Executive Officer I have authority to bind the corporation. CRANSHIRE CAPITAL, L.P. Per: /s/ Lawrence A. Prosser -------------------------------------------------------- Name: Lawrence A. Prosser Title: Chief Financial Officer - Downsview Capital, Inc. The General Partner EX-10 3 ex10.txt EXHIBIT 10 EXHIBIT 10 ASSISTANCE AGREEMENT THIS ASSISTANCE AGREEMENT is made as of the 30th day of March, 2005, by and between GENEREX BIOTECHNOLOGY CORPORATION ("Generex"), a Delaware Corporation and ECKERT SEAMANS CHERIN & MELLOTT, LLC ("Eckert Seamans"), a Pennsylvania limited liability company. RECITALS 1. In accordance with a Securities Purchase Agreement executed by Generex as of November 10, 2004, Generex issued 6% Secured Convertible Debentures (the "Debentures"). 2. Eckert Seamans represented Generex in connection with the Debentures and related steps such as Generex shareholder approval of the Debentures transaction and registration of Generex Common Stock on the NASDAQ's exchange and with the Security and Exchange Commission (SEC). 3. Under the Debentures, Generex is required to make certain interest and monthly redemption payments in cash. However, under the Debentures, Generex could make such payments in the form of Generex Common Stock provided that certain conditions were met at the time the payments are due, as more fully described in the Debentures. 4. One of the conditions required to be fulfilled before Generex could make such payments in its Common Stock is shareholder approval of the Debentures transaction, as more fully described in the Debentures. 5. The Generex shareholders meeting for that purpose was originally planned for March 24, 2005 but was postponed to April 5, 2005 because of a problem that developed with the filing with the SEC of the proxy statement with respect to the meeting. 6. The later date of the Shareholders Meeting on April 5th has the effect that Generex is not entitled to make payments for interest due on March 31, 2005 and the Monthly Redemption Amount due on April 1, 2005 in the form of its Common Stock and instead is required to make cash payments on March 31, 2005 and April 1, 2005. 7. Generex requested assistance from Eckert Seamans in making cash payments due on March 31, 2005 and April 1, 2005 by Eckert Seamans advancing funds for that purpose which would later be repaid by Generex to Eckert Seamans. 1 8. The parties have agreed that Eckert Seamans will advance up to $325,179.48 to make the Debentures interest payment due on March 31, 2005 and the Monthly Redemption Amount payment due on April 1, 2005 and Generex will repay Eckert Seamans for those advances without interest as provided in this Agreement. Generex has also agreed to provide Eckert Seamans with a release as described in this Agreement. 9. This Agreement (including the attached Release) was agreed upon after arms length discussions between the General Counsel of Generex and the General Counsel of Eckert Seamans. Although Eckert Seamans has and does represent Generex with respect to the Debentures and related matters, as well as other matters, it did not represent Generex with respect to this Agreement and Release and gave no counsel or advice or made any representation to Generex or its General Counsel with respect to this Agreement and Release. Generex and its General Counsel were free to seek advice relating to this Agreement or Release and the circumstances leading to this Agreement and Release (as well as any other matters) from any other counsel they chose. WITNESSETH: NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Eckert Seamans and Generex, each intending to be legally bound, agree as follows: 1. RECITALS. The parties agree to the Recitals which are part of this Agreement. 2. ADVANCES AND THEIR REPAYMENT. Eckert Seamans will provide to Generex one or more advances, up to an aggregate amount of $325,179.48, for the purpose of assisting Generex in satisfying its obligations to pay interest due on the Debentures on March 31, 2005 and to pay the Monthly Redemption Amount (as defined in the Debentures) due on April 1, 2005. Such advances by Eckert Seamans shall be made as provided in paragraph 4 of this Agreement. Generex agrees to repay the aggregate amount of such advances without interest in three equal installments on October 1, 2005, on November 1, 2005 and on December 1, 2005. Upon failure of Generex to pay any such installment when due, all amounts owed to Eckert Seamans by Generex shall thereafter be payable on demand, and interest on such unpaid amounts will accrue at the rate of 8% per annum. 3. RELEASE. Simultaneously with the delivery of this Agreement, Generex shall deliver to Eckert Seamans its executed Release in the form set forth in Exhibit "A" to this Agreement. 4. MECHANICS OF ADVANCES. Eckert Seamans shall wire transfer the advances hereunder in the aggregate amount of $325,179.48 to Generex's account at J.P. Morgan Chase in accordance with wire transfer instructions provided by Generex. Generex has represented to Eckert Seamans that the debenture holders are each entitled to payment of $81,294.87 for payment of interest due on March 31, 2005 and a Monthly Redemption Amount due on April 1, 2005 and that there are four indenture holders identified as follows: Cranshire Capital, L.P.; Iroquois 2 Capital L.P.; Omicron Master Trust; and Smithfield Fiduciary, LLC. Generex represents and agrees that it will immediately wire transfer the proceeds of the advances from Eckert Seamans from its account at J.P. Morgan Chase to the debenture holders and in the amounts identified in the preceding sentence for payment of the March 31, 2005 interest and the April 1, 2005 Monthly Redemption Amount for each such debenture holder. By the close of business on Monday, April 4, 2005 Generex will provide to Eckert Seamans a certificate from and executed by its General Counsel and its Chief Financial Officer certifying and representing that the proceeds of the advances hereunder by Eckert Seamans have been remitted to the four debenture holders in accordance with this paragraph 4. 5. NO THIRD PARTY BENEFICIARY. There are no third party beneficiaries of this Agreement or the Release delivered pursuant to this Agreement. Without limiting the foregoing, the four debenture holders identified in paragraph 4 hereof are not intended to be and are not third party beneficiaries of this Agreement or the Release. No party other than Eckert Seamans and Generex shall have any rights under or pursuant to this Agreement and the Release. 6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of Generex, its successors and assigns, and shall bind and inure to the benefit of Eckert Seamans, its successors and assigns. 7. ENTIRE AGREEMENT. This Agreement, including Exhibit A, constitutes the entire Agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, agreements, representations and understandings between Eckert Seamans and Generex. This Agreement including Exhibit A may not be changed except in a writing signed by the parties hereto. 8. GOVERNING LAW. This Agreement and the attached Exhibit A shall in all respects be interpreted, enforced and governed by and under the laws of the Commonwealth of Pennsylvania, except for its choice of law rules. 9. NO ADMISSION OF LIABILITY. This Agreement and Release do not constitute an admission of liability by either Party to this Agreement. 10. RELIANCE ON COUNSEL. Each party has relied upon its own General Counsel, and not on the other party, in entering into this Agreement and Release. 11. COUNTERPARTS, FACSIMILE SIGNATURES. This Agreement and Release may be executed in original counterparts by facsimile or email. If so executed, the parties will provide executed hard copies in a reasonable time thereafter. 12. TITLES. The titles to paragraphs in this Agreement are for convenience only and shall not be considered or used in the interpretation of the Agreement. 3 IN WITNESS WHEREOF, Eckert Seamans and Generex have entered into this Agreement as of the date first above written. ATTEST: ECKERT SEAMANS CHERIN & MELLOTT, LLC /s/ Bryan D. Rosenberger By: /s/ John R. McGinley, Jr. (SEAL) - ------------------------- -------------------------------- Member Approved: /s/ William B. Mallin (SEAL) -------------------------- General Counsel ATTEST: GENEREX BIOTECHNOLOGY CORPORATION /s/ Rose C. Perri By: /s/ Anna Gluskin (SEAL) - ------------------------- -------------------------------- Secretary Anna Gluskin, Chief Executive Officer Approved: /s/ Mark Fletcher (SEAL) -------------------------- Mark Fletcher, General Counsel 4 EXHIBIT "A" RELEASE FOR AND IN CONSIDERATION of the advances and other consideration provided for in the Assistance Agreement between ECKERT SEAMANS CHERIN & MELLOTT, LLC and GENEREX BIOTECHNOLOGY CORPORATION, to which this Release is attached as Exhibit A (the "Agreement") executed contemporaneously herewith, Generex Biotechnology Corporation, ("Generex"), for itself, and its predecessors, successors and assigns (collectively and separately referred to hereinafter as "Releasors"), does hereby finally and forever waive, release and discharge Gary A. Miller, Esq., Eckert Seamans Cherin & Mellott, LLC, ("Eckert Seamans"), its members, officers, directors, Executive Committee, management members and personnel, Executive Director, General Counsel, and their heirs, executors, administrators, predecessors, successors and assigns (collectively and separately referred to hereinafter as "Releasees") of and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, actions, causes of action, suits, rights, demands, losses, debts, covenants, contracts, judgments, fees (specifically including attorneys' fees), costs and expenses, both known and unknown, whether herein named or referred to or not (hereinafter collectively referred to as "Claims") of every kind and nature whatsoever, civil and criminal, in law and in equity, known and unknown, foreseen and unforeseen, in contract, in tort, and under any statute, rule, regulation, decision, order, or ordinance enacted, promulgated, or issued by any local, state, or federal authority, in connection with, related to, based upon or growing out of any act, omission, transaction, occurrence or circumstance existing or occurring before the date of this Release including, without limitation, the Debentures described in the Agreement, the shareholders approval provided for in the Debentures, the proxy for the shareholders meeting, the registration of Generex Common Stock, the inability under the Debentures of Generex to make the March 31, 2005 interest payments or the April 1, 2005 Monthly Redemption Amounts in the form of Common Stock as provided in the Debentures and related documents and/or the inability under the Debentures of Generex to make future payment of interest or payments of Monthly Redemption Amounts in the form of Common Stock as a result of any act, omission, transaction, occurrence or circumstance existing or occurring before the date of this Release; provided, however, that Generex does not release any claim under or arising out of nonperformance by Eckert Seamans or Releasees of any of the terms of the Agreement. Generex understands and acknowledges that neither Eckert Seamans nor any other Releasee has admitted to or admits to any liability whatsoever. Generex has relied upon its General Counsel in connection with agreeing to, executing and delivering this Release and Eckert Seamans has relied upon its General Counsel in agreeing to and accepting this Release. 5 If Generex or any Releasor commences any litigation or arbitration against Eckert Seamans or any Releasee on a claim which is held or adjudicated to be barred by this Release, Generex and Releasors shall be obligated to pay Eckert Seamans or other Releasees reasonable attorney's fees and costs with respect to defense of such claim. This Release shall in all respects be interpreted, enforced and governed by and under the laws of the Commonwealth of Pennsylvania, except for its choice of law rules. This Release may be executed and delivered in original counterparts by facsimile or email. If so executed, Generex will provide to Eckert Seamans an executed hard copy in a reasonable time thereafter. IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned, on behalf of Generex, sets their hand and seal as of March 30, 2005, as Generex's own free act and deed. ATTEST: GENEREX BIOTECHNOLOGY CORPORATION /s/ Rose C. Perri By: /s/ Anna Gluskin (SEAL) - ----------------------- ------------------------------------- Secretary Anna Gluskin, Chief Executive Officer Approved: /s/ Mark Fletcher (SEAL) ------------------------------- Mark Fletcher, General Counsel 6 -----END PRIVACY-ENHANCED MESSAGE-----