GENEREX BIOTECHNOLOGY CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

EXHIBIT 10.2


This copy of the Amended and Restated License Agreement has been redacted to
omit trade secrets and confidential commercial and financial information
("Confidential Information"). Text omissions are indicated by asterisks (i.e.,
"***") in the place of omitted text. Pagination of this version of the Amended
and Restated License Agreement differs from the non-redacted version due to the
textual omissions. Section and paragraph designations, however, have been
maintained.


                                                  Amended Elan License Agreement
                                                                       Execution
                                                                January 15, 2002




                     AMENDED AND RESTATED LICENSE AGREEMENT


                                     BETWEEN


                              ELAN CORPORATION, PLC


                                       AND


                             GENEREX (BERMUDA) LTD.





<PAGE>

                               TABLE OF CONTENTS



1        DEFINITIONS

2        ELAN LICENSE TO NEWCO

3        INTELLECTUAL PROPERTY

4        NON-COMPETITION/AFTER ACQUIRED TECHNOLOGY

5        FINANCIAL PROVISIONS

6        RIGHT OF INSPECTION AND AUDIT

7        REPRESENTATIONS AND WARRANTIES

8        TERM AND TERMINATION

9        CONFIDENTIAL INFORMATION

10       GOVERNING LAW AND JURISDICTION

11       IMPOSSIBILITY OF PERFORMANCE - FORCE MAJEURE

12       ASSIGNMENT

13       NOTICES

14       MISCELLANEOUS




<PAGE>

THIS AMENDED AND RESTATED LICENSE AGREEMENT made this __ day of January 2002

between:

(1)      Elan Corporation, plc., a public limited company incorporated under the
         laws of Ireland, and having its registered office at Lincoln House,
         Lincoln Place, Dublin 2, Ireland; and

(2)      Generex (Bermuda) Ltd., an exempted limited liability company
         incorporated under the laws of Bermuda and having its registered office
         at Clarendon House, 2 Church St., Hamilton, Bermuda.


                                    RECITALS:
                                    ---------

A.       Elan and Newco are parties to that certain Original Elan License
         Agreement pursuant to which Elan licensed certain intellectual property
         to Newco.

B.       Newco and Elan desire to amend and restate the Original Elan License
         Agreement in its entirety (i) so that Newco may utilize the Elan
         Know-How, the Elan Patents, and Elan Improvements, as of the Effective
         Date, in connection with the research, development, manufacture,
         distribution and sale of Morphine in Field 1 in the Territory, and (ii)
         to provide that the Elan License granted to Newco shall be [***], and
         (iii) such other amendments to the Original Elan License Agreement as
         to which the parties have agreed, subject to the terms and conditions
         set forth herein.

C.       Simultaneously herewith, Generex, Elan, EIS, and Newco are entering
         into the Amended JDOA for the purpose of recording the amended terms
         and conditions of the joint venture and of regulating their
         relationship with each other and certain aspects of the affairs of, and
         their dealings with Newco.

D.       Simultaneously herewith Newco and Generex are entering into the Amended
         Generex License Agreement relating to Newco's use of the Generex
         Intellectual Property.

1        DEFINITIONS

1.1      In this Amended Elan License Agreement unless the context otherwise
         requires:

         "Additional Compound" shall mean any Additional Compound that is
         approved in writing by the Management Committee in accordance with
         Clause 2.3 of the Amended JDOA.

         "Affiliate" shall mean any corporation or entity controlling,
         controlled or under the common control of Elan or Generex or any third
         party, as the case may be, excluding, in the case of Elan, an Elan JV.
         For the purpose of this definition, (i) "control" shall mean direct or
         indirect ownership of [***] or more of the stock or shares entitled to
         vote for the election of directors and (ii) Newco shall not be an
         Affiliate of Elan or EIS.


                                       1
<PAGE>

         "After Acquired Technology" shall have the meaning as such term is
         defined in Clause 4.

         "Alternative Compound" shall mean the meaning as such term is defined
         in Clause 2.4 of the Amended JDOA.

         "Amended Elan License Agreement" shall mean this Amended and Restated
         License Agreement (which expression shall be deemed to include the
         Recitals and Schedules hereto).

         "Amended Generex License Agreement" shall mean that certain Amended and
         Restated License Agreement, of even date herewith, entered into between
         Generex and Newco.

         "Amended JDOA" shall mean that certain Amended And Restated
         Subscription, Joint Development and Operating Agreement, of even date
         herewith, by and between Elan, Generex, EIS and Newco.

         "Amended License Agreements" shall mean this Amended Elan License
         Agreement and the Amended Generex License Agreement.

         "Buccal Delivery" shall mean the delivery of the majority of a dose of
         a pharmaceutical agent to and through the tissues of the mouth and/or
         throat.

         "Business Plan" shall have the meaning, as such term is defined in the
         Amended JDOA.

         "Change of Control of Generex/Newco" shall mean circumstances where:


         (a)      a Technological Competitor of Elan shall, directly or
                  indirectly, (i) acquire [***] or more of the voting stock of
                  Generex or Newco, or otherwise control or influence in any
                  material respect their management or business; or (ii)
                  otherwise have entered into any joint venture, collaborative,
                  license or other arrangement with Generex or Newco, as the
                  case may be, to such an extent that such a Technological
                  Competitor of Elan controls or influences in any material
                  respect the business or management of Generex or Newco, as the
                  case may be; or

         (b)      a Strategic Investor shall, directly or indirectly, acquire
                  [***]% or more of the voting stock of Generex or Newco, or
                  otherwise control or influence in any material respect their
                  management or business; or

         (c)      any person or entity other than a Strategic Investor shall,
                  after [***], directly or indirectly, acquire [***] or more of
                  the then voting stock of Generex or Newco, or otherwise merge,
                  consolidate or enter into any similar transaction (or binding
                  agreement in respect thereof) with Generex or Newco.

                                       2
<PAGE>

         "Closing Date" shall mean January 17, 2001.

         "Compound" shall mean Morphine and/or any Additional Compound that is
         approved in writing by the Management Committee in accordance with
         Clause 2 of the Amended JDOA.

         "Confidential Information" shall have the meaning, as such term is
         defined in Clause 9.

         "Definitive Documents" shall mean the definitive agreements relating to
         the Project including finance and stock purchase agreements dated as of
         January 16, 2001, the Amended JDOA and the Amended License Agreements.

         "Effective Date" shall mean the date of this Amended Elan License
         Agreement, as set forth above.

         "EIS" shall mean Elan International Services, Ltd., a Bermudan exempted
         limited liability company having its registered office at Clarendon
         House, 2 Church St., Hamilton, Bermuda.

         "Elan" shall mean Elan Corporation, plc. and the Affiliates of Elan
         Corporation, plc. within the [***] Business Unit of the Elan Group.
         [***]

         "Elan Corp. Patents" shall mean the Elan Patents owned by Elan
         Corporation, plc.

         "Elan Group" shall mean all the Affiliates of Elan Corporation, plc.

         "Elan Improvements" shall mean improvements to the Elan Patents and/or
         the Elan Know-How, developed (i) by Elan outside the Project, (ii) by
         Elan, Generex or Newco or by a third party (under contract with Newco)
         pursuant to the Project, and/or (iii) jointly by any combination of
         Elan, Generex, Newco or a third party (under contract with Newco)
         pursuant to the Project, except as limited by agreements with third
         parties.

         Subject to third party agreements, Elan Improvements shall constitute
         part of Elan Intellectual Property and be included in the license of
         the Elan Intellectual Property pursuant to Clause 2.1 solely for the
         purposes set forth therein. If the inclusion of a Elan Improvement in
         the license of Elan Intellectual Property is restricted or limited by a
         third party agreement, Elan shall use reasonable commercial efforts to
         minimize any such restriction or limitation.

         "Elan Intellectual Property" shall mean the Elan Know-How, the Elan
         Patents and the Elan Improvements.

         [***]


                                       3
<PAGE>
         "Elan JV" shall mean an entity that Elan and a third party (i)
         establish or have established, (ii) take shareholdings in or have a
         right to take shareholdings in, and (iii) grant certain licenses in and
         to certain intellectual property rights for the purpose of implementing
         a strategic alliance.

         "Elan Know-How" shall mean, subject to Clause 4.3, any and all rights
         owned, licensed or controlled by Elan to any scientific, pharmaceutical
         or technical information, data discovery, invention (whether patentable
         or not), know-how, substances, techniques, processes, systems,
         formulations, designs and expertise relating to [***] which is not
         generally known to the public.

         "Elan License" shall have the meaning set forth in Clause 2.1.

         "Elan Patents" shall mean, subject to Clause 4.3, any and all rights
         under any and all patent applications and/or patents, now existing,
         currently pending or hereafter filed or obtained or licensed by Elan
         relating to [***] as set forth in Schedule 1 (representing all existing
         patents relating to the Project), and any foreign counterparts thereof
         and all divisionals, continuations, continuations-in-part and all
         patents issuing on any of the foregoing and any foreign counterparts
         thereof, together with all registrations, reissues, re-examinations,
         supplemental protection certificates, or extensions thereof and any
         foreign counterparts thereof.

          "Elan Trademark(s)" shall mean one or more trademarks, trade names, or
         service marks that are owned or licensed by or on behalf of Elan which
         Elan may nominate and approve in writing from time to time for use in
         connection with the sale or promotion of the Products by Newco.

         "EPIL" shall mean Elan Pharma International Ltd, a private limited
         company incorporated under the laws of Ireland.

         [***]

         "Fields" shall mean Field 1 and Field 2.

         "Field 1" shall mean the Buccal Delivery of Morphine for the treatment
         of all types of pain.

         "Field 2" shall mean the Buccal Delivery of any Additional Compound for
         the treatment of prostate cancer and endometriosis and/or the
         suppression of testosterone and estrogen.

          "Financial Year" shall mean each year commencing on 1 January (or in
         the case of the first Financial Year, the Effective Date) and expiring
         on 31 December of each year.

         "Generex" shall mean Generex Biotechnology Corporation, a Delaware
         corporation, and its Affiliates.

                                       4
<PAGE>

         "Generex Improvements" shall have the meaning as such term is defined
         in the Amended Generex License Agreement.

         "Generex Intellectual Property" shall have the meaning as such term is
         defined in the Amended Generex License Agreement.

         "Generex Know-How" shall have the meaning as such term is defined in
         the Amended Generex License Agreement.

         "Generex License" shall have the meaning set forth in Clause 2.1 of the
         Amended Generex License Agreement.

         "Generex Patents" shall have the meaning as such term is defined in the
         Amended Generex License Agreement.

         "In Market" shall mean the sale of the Product(s) in the Territory by
         Newco or its Affiliates, or where applicable by a permitted
         sub-licensee, to an unaffiliated third party such as: (i) the end-user
         consumer of the Product(s); or (ii) a wholesaler, managed care
         organization, hospital or pharmacy or other third party who effects the
         final commercial sale to the end-user consumer of the Product(s), and
         shall exclude the transfer pricing of the Product(s) by Newco to an
         Affiliate or a sub-licensee.

         "Licenses" shall mean the Elan License and the Generex License.

         "Management Committee" shall have the meaning, as such term is defined
         in the Amended JDOA.

         [***]

         "Morphelan(TM)" shall mean Elan's proprietary ingestible [***] form of
         Morphine.

         "Morphine" shall mean all forms of morphine, including, without
         limitation, morphine sulfate; provided, however, that Morphelan(TM)
         shall not be included.

         [***]

         "Net Sales" shall mean that sum determined by deducting the following
         deductions from the aggregate gross In Market sales proceeds billed for
         the Products by Newco or, its Affiliate or a permitted sub-licensee, as
         the case may be:

         [***]

         "Newco Intellectual Property" shall mean all rights to patents,
         know-how and other intellectual property arising out of the conduct of
         the Project by any person, including any technology acquired by Newco
         from a third party, that does not constitute Elan Intellectual Property
         or Generex Intellectual Property.

                                       5
<PAGE>
         For the avoidance of doubt, (a) any preclinical and clinical data
         and/or toxicity, stability and pharmacological data generated pursuant
         to the Project (and that does not constitute Elan Intellectual Property
         or Generex Intellectual Property) shall constitute Newco Intellectual
         Property, and (b) any patent application filed by Newco, or by Elan or
         Generex on behalf of Newco, and any patent issued thereon, to the
         extent that it covers a Product shall constitute Newco Intellectual
         Property.

         "Original Elan License Agreement" shall mean the license agreement
         between Elan and Newco, dated January 16, 2001.

         "Original Generex License Agreement" shall mean the license agreement
         between Generex and Newco, dated January 16, 2001

         "Original License Agreements" shall mean the Original Elan License
         Agreement and the Original Generex License Agreement.

         "Party" shall mean Elan or Newco, as the case may be, and "Parties"
         shall mean Elan and Newco.

          [***]

         "Product" shall mean an appropriate pharmaceutical formulation of the
         Compound.

         "Project" shall mean all activities as undertaken by Elan, Generex and
         Newco in order to develop the Products pursuant to the Business Plan,
         the R&D Plan and otherwise pursuant to the Amended JDOA.

         "R&D Plan" shall have the meaning, as such term is defined in the
         Amended JDOA.

         "Strategic Investor" shall mean a person or entity investing in Generex
         or Newco for strategic purposes as evidenced by, inter alia, being
         engaged in one or more pharmaceutical businesses.

         "Technological Competitor of Elan" shall mean a person or entity listed
         in Schedule 2 and divisions, subsidiaries and successors thereof or any
         additional broad-based technological competitor of Elan added to such
         Schedule from time to time upon mutual agreement of Generex and Elan.

         "Term" shall have the meaning set forth in Clause 8.

         "Territory" shall mean all the countries of the world.

         "United States Dollar" and "US$" shall mean the lawful currency for the
         time being of the United States of America.

1.2      In this Amended Elan License Agreement:

         1.2.1    The singular includes the plural and vice versa, and the
                  masculine includes the feminine and vice versa and the neuter
                  includes the masculine and the feminine.


                                       6
<PAGE>

         1.2.2    Any reference to a Clause or Schedule shall, unless otherwise
                  specifically provided, be to a Clause or Schedule of this
                  Amended Elan License Agreement.

         1.2.3    The headings of this Amended Elan License Agreement are for
                  ease of reference only and shall not affect its construction
                  or interpretation.

2        ELAN LICENSE TO NEWCO

2.1      Elan hereby grants to Newco for the Term, subject to Clause 2.5 of the
         Amended JDOA, (i) [***] license to the Elan Intellectual Property to
         make, have made, import, use, offer for sale and sell Products in Field
         1 in the Territory, and (ii) [***] license to the Elan Intellectual
         Property to make, have made, import, use, offer for sale and sell
         Products in the Field 2, in the Territory, subject to any contractual
         obligations that Elan has as of the Effective Date, including but not
         limited to [***] (the "Elan License").

         [***]

2.2      [***] shall be responsible for payments related to the financial
         provisions and obligations of any third party agreement with respect to
         the Elan Intellectual Property to which it is a party on the Effective
         Date (including amendments thereto) (the "Elan Effective Date
         Agreements"), including without limitation, any royalty or other
         compensation obligations triggered thereunder on the Effective Date, or
         triggered thereunder after the Effective Date.

         For the avoidance of doubt, royalties, milestones or other payments
         which arise from the process of the commercialization or exploitation
         of products under the Elan Effective Date Agreements (for example, a
         milestone payment payable upon successful completion of Phase II
         clinical trials, the filing of an NDA application, obtaining NDA
         approval, or first commercial sale) shall be payments for which [***]
         will be responsible under this Clause 2.2.

2.3      Generex shall be a third party beneficiary under this Amended Elan
         License Agreement and shall have the right to cause Newco to enforce
         Newco's rights under this Amended Elan License Agreement against Elan.

2.4      Notwithstanding anything contained in this Amended Elan License
         Agreement to the contrary, Elan shall have the right outside the Fields
         [***] to exploit and grant licenses and sublicenses of the Elan
         Intellectual Property.

         For the avoidance of doubt, Newco shall have no right to use the Elan
         Intellectual Property outside the Fields.

                                       7
<PAGE>
2.5      Except as provided in Clause 11 of the Amended JDOA, Newco shall not be
         permitted to assign, license or sublicense any of its rights under the
         Elan Intellectual Property without the prior consent in writing of
         Elan.

2.6      Any agreement between Newco and any permitted third party for the
         development or exploitation of the Elan Intellectual Property shall
         require such third party to maintain the confidentiality of all
         information concerning the Elan Intellectual Property.

         Insofar as the obligations owed by Newco to Elan are concerned, Newco
         shall remain responsible for all acts and omissions of any permitted
         sub-licensee, including Generex, as if they were acts and omissions by
         Newco.

3        INTELLECTUAL PROPERTY

3.1      Ownership of Intellectual Property:

         3.1.1    Newco shall own the Newco Intellectual Property.

         3.1.2    Elan shall own the Elan Intellectual Property.

3.2      Trademarks:

         3.2.1    Elan hereby grants to Newco for the Term a [***] license to
                  use the Elan Trademarks solely in connection with the
                  distribution, sale and marketing of the Products in the Fields
                  in the Territory and the following provisions shall apply as
                  regards the license of the Elan Trademarks by Elan to Newco
                  hereunder:

                  (1)      Newco shall ensure that each reference to and use of
                           an Elan Trademark by Newco is in a manner approved by
                           Elan and accompanied by an acknowledgement, in a form
                           approved by Elan, that the same is a trademark (or
                           registered trademark) of Elan.

                           Prior to initial use and from time to time
                           thereafter, upon the reasonable request of Elan,
                           Newco shall submit samples of the Product to Elan or
                           its duly appointed agent to ensure compliance with
                           quality standards and specifications. Elan, or its
                           duly appointed agent, shall have the right to inspect
                           the premises of Newco where the Product is
                           manufactured, held or stored, and Newco shall permit
                           such inspection, upon advance notice at any
                           reasonable time, of the methods and procedures used
                           in the manufacture, storage and sale of the Product.
                           Newco shall not sell or otherwise dispose of any
                           Product under the Elan Trademarks that fails to
                           comply with the quality standards and specifications
                           referred to in this Clause 3.2, as determined by
                           Elan.

                  (2)      Newco shall not use an Elan Trademark in any way
                           which might materially prejudice its distinctiveness
                           or validity or the goodwill of Elan therein.

                                       8
<PAGE>

                  (3)      The parties recognize that the Elan Trademarks have
                           considerable goodwill associated therewith. Newco
                           shall not use in relation to the Products any
                           trademarks other than the Elan Trademarks (except the
                           Generex Trademarks (as defined in the Amended Generex
                           License Agreement) licensed to Newco under the
                           Amended Generex License Agreement) without obtaining
                           the prior consent in writing of Elan, which consent
                           may not be unreasonably withheld. However, such use
                           must not conflict with the use and display of the
                           Elan Trademark and such use and display must be
                           approved by Elan.

                  (4)      Newco shall not use in the Territory any trademarks
                           or trade names so resembling the Elan Trademark as to
                           be likely to cause confusion or deception.

                  (5)      Newco shall promptly notify Elan in writing of any
                           alleged infringement or unauthorized use of which it
                           becomes aware by a third party of the Elan Trademarks
                           and provide Elan with any applicable evidence of
                           infringement or unauthorized use.

                  (6)      In each country of the Territory in which Newco or
                           any third party on behalf of Newco intends to
                           commercialize a Product, Newco shall favorably
                           consider promoting and using the Elan Trademarks in
                           connection with such Product and, upon the request of
                           Newco, and provide proof of such promoting and/or
                           use.

                  (7)      Newco shall not be permitted to assign or sublicense
                           any of its rights under the Elan Trademarks without
                           the prior written consent of Elan.

         3.2.2    Elan may, at its sole discretion [***], file and prosecute
                  applications to register and maintain registrations of the
                  Elan Trademarks in the Territory. Newco shall reasonably
                  co-operate with Elan in such efforts.

         3.2.3    Elan will be entitled to conduct all enforcement proceedings
                  relating to the Elan Trademarks and shall at its sole
                  discretion decide what action, if any, to take in respect to
                  any enforcement proceedings of the Elan Trademarks or any
                  other claim or counter-claim brought in respect to the use or
                  registration of the Elan Trademarks. Any such proceedings
                  shall be conducted [***] and for its own benefit. Newco and
                  Generex shall reasonably cooperate with Elan in such efforts.

         3.2.4    Newco shall promptly notify Elan in writing in the event that
                  any Elan Trademark has been challenged by a third party in a
                  judicial or administrative proceeding in a country in the
                  Territory as infringing on the rights of a third party and
                  Elan shall have the first right to decide whether or not to
                  defend such allegations, or to adopt an alternative mark. If
                  Elan decides not defend the Elan Trademark, then Newco may
                  request Elan to defend the Elan Trademark, [***], unless such
                  requested defense is believed by Elan to be unsubstantiated
                  and without merit. In such a case, Elan may elect not to
                  initiate defense proceedings.

                                       9
<PAGE>
         3.2.5    Newco will have no ownership rights in respect of the Elan
                  Trademarks or of the goodwill associated therewith, and Newco
                  hereby acknowledges that, except as expressly provided in this
                  Amended Elan License Agreement, it shall not acquire any
                  rights in respect thereof and that all such rights and
                  goodwill are, and will remain, vested in Elan.

         3.2.6    Nothing in this Amended Elan License Agreement shall be
                  construed as a warranty on the part of Elan regarding the Elan
                  Trademarks, including without limitation, that use of the Elan
                  Trademarks in the Territory will not infringe the rights of
                  any third parties. Accordingly, Newco acknowledges and agrees
                  that Elan makes no such warranty.

         3.2.7    Elan assumes no liability to Newco or to any third parties
                  with respect to the quality, performance or characteristics of
                  any of the goods manufactured or sold by Newco under the Elan
                  Trademarks pursuant to this Amended Elan License Agreement.

4        NON-COMPETITION/AFTER ACQUIRED TECHNOLOGY

4.1      Subject to Clause 4.2 and Clause 4.3 of this Amended Elan License
         Agreement and Clause 2.5 of Amended JDOA, during the Term [***] shall
         not, alone or in conjunction with a third party, [***].

         For the avoidance of doubt, the non-compete obligation set forth in
         this Clause 4 shall not prevent or restrict [***] from entering into
         any agreement with any third party to [***].

4.2      The provisions of Clause 4.1:

         4.2.1    shall not apply to After Acquired Technology;

         4.2.2    shall not apply to patents and know-how that are licensed or
                  acquired by Elan or Generex from a third party after the
                  Effective Date (by merger or otherwise) but which do not
                  constitute After Acquired Technology; and

         4.2.3    [***]

4.3      If, after the Effective Date, [***]:

         4.3.1    licenses or otherwise acquires from a third party know-how or
                  patent rights relating to [***]; or

         4.3.2    acquires or merges with a third party entity that has know-how
                  or patent rights relating to [***]

                                       10

<PAGE>
         (collectively, "After Acquired Technology")

         [***] shall offer to license the After Acquired Technology to Newco (if
         permitted by and subject to existing contractual obligations, including
         the terms of the acquisition agreement) solely to make, have made,
         import, use, offer for sale and sell Products for use in the Fields, in
         the Territory, on commercially reasonable terms, as would be offered to
         an independent third party negotiating in good faith on an arm's length
         basis, for a reasonable period under the prevailing circumstances.

         If Newco determines that Newco should not acquire such license, [***]
         shall be free to fully exploit the After Acquired Technology, whether
         inside or outside the Fields, and to grant to third parties licenses
         and sublicenses with respect thereto.

5        FINANCIAL PROVISIONS

5.1      License Fee:

         In consideration of the license to Newco of the Elan Corp. Patents
         under Clause 2, Newco paid to Elan Corporation, plc, upon execution of
         the Original Elan License Agreement, a non-refundable license fee of
         $[***](the "License Fee"), the receipt of which is hereby acknowledged
         by Elan Corporation, plc.

         The License Fee shall not be subject to future performance obligations
         of Elan to Newco or Generex and shall not be applicable against future
         services provided by Elan to Newco or Generex.

         The terms of this Clause 5.1 relating to the License Fee are
         independent and distinct from the other terms of this Amended Elan
         License Agreement.

5.2      Royalties:

         Prior to the commercialization of the Products, the Management
         Committee shall consider and if appropriate, determine reasonable
         royalties with respect to the commercialization of the Products by
         Newco that shall be payable by Newco to Elan Corporation, plc and
         Generex [***].

5.3      Payment of royalties pursuant to Clause 5.2 shall be made [***] in
         arrears during each Financial Year within [***] after the expiry of the
         calendar quarter. The method of payment shall be by wire transfer to an
         account specified by Elan. Each payment made to Elan shall be
         accompanied by a true accounting of all Products sold by Newco's
         permitted sublicensees, if any, during such [***].

         Such accounting shall show, on a country-by-country and
         Product-by-Product basis, Net Sales (and the calculation thereof) and
         each calculation of royalties with respect thereto, including the
         calculation of all adjustments and currency conversions.


                                       11
<PAGE>
5.4      Newco shall maintain and keep clear, detailed, complete, accurate and
         separate records for a period of [***]:

         5.4.1    to enable any royalties on Net Sales that shall have accrued
                  hereunder to be determined; and

         5.4.2    to enable any deductions made in the Net Sales calculation to
                  be determined.

5.5      All payments due hereunder shall be made in United States Dollars.
         Payments due on Net Sales of any Product for each [***] made in a
         currency other than United States Dollars shall first be calculated in
         the foreign currency and then converted to United States Dollars on the
         basis of the exchange rate in effect on the last working day for such
         [***] for the purchase of United States Dollars with such foreign
         currency quoted in the Wall Street Journal (or comparable publication
         if not quoted in the Wall Street Journal) with respect to the currency
         of the country of origin of such payment, determined by averaging the
         rates so quoted on each business day of such [***].

5.6      If, at any time, legal restrictions in the Territory prevent the prompt
         payment when due of royalties or any portion thereof, the Parties shall
         meet to discuss suitable and reasonable alternative methods of paying
         Elan the amount of such royalties. In the event that Newco is prevented
         from making any payment under this Amended Elan License Agreement by
         virtue of the statutes, laws, codes or government regulations of the
         country from which the payment is to be made, then such payments may be
         paid by depositing them in the currency in which they accrue to Elan's
         account in a bank acceptable to Elan in the country the currency of
         which is involved or as otherwise agreed by the Parties.

5.8      Elan and Newco agree to co-operate in all respects necessary to take
         advantage of any double taxation agreements or similar agreements as
         may, from time to time, be available.

5.9      Any taxes payable by Elan on any payment made to Elan pursuant to this
         Amended Elan License Agreement shall be for the account of Elan. If so
         required by applicable law, any payment made pursuant to this Amended
         Elan License Agreement shall be made by Newco after deduction of the
         appropriate withholding tax, in which event the Parties shall
         co-operate to obtain the appropriate tax clearance as soon as is
         practicable. On receipt of such clearance, Newco shall forthwith
         arrange payment to Elan of the amount so withheld.

6        RIGHT OF INSPECTION AND AUDIT

6.1      Once during each Financial Year, or more often not to exceed quarterly
         as reasonably requested by Elan, Newco shall permit Elan or its duly
         authorized representatives, upon reasonable notice and at any
         reasonable time during normal business hours, to have access to inspect
         and audit the accounts and records of Newco and any other book, record,
         voucher, receipt or invoice relating to the calculation of the royalty
         payments on Net Sales submitted to Elan.

                                       12
<PAGE>
         Any such inspection of Newco's records shall be at the expense of Elan,
         except that if any such inspection reveals a deficiency in the amount
         of the royalty actually paid to Elan hereunder in any Financial Year
         quarter of [***] or more of the amount of any royalty actually due to
         Elan hereunder, then the expense of such inspection shall be borne
         solely by Newco. Newco shall promptly pay to Elan any amount of
         deficiency.

         If such inspection reveals a surplus in the amount of royalties
         actually paid to Elan by Newco, Elan shall reimburse Newco the surplus
         within [***] after determination.

6.2      In the event of any unresolved dispute regarding any alleged deficiency
         or overpayment of royalty payments hereunder, the matter will be
         referred to an independent firm of chartered accountants chosen by
         agreement of Generex and Elan for a resolution of such dispute. Any
         decision by the said firm of chartered accountants shall be binding on
         the Parties.

7        REPRESENTATIONS AND WARRANTIES

7.1      Elan represents and warrants to Newco and Generex, as of the Effective
         Date with respect to the Elan Intellectual Property as it relates to
         Morphine in Field 1 and shall be deemed to have represented and
         warranted to Newco and Generex upon the date of approval of any
         Compound by the Management Committee in accordance with Clause 2 of the
         Amended JDOA with respect to the Elan Intellectual Property as it
         relates to such Additional Compound, as follows:

         7.1.1    Elan has the right to grant the Elan License;

         7.1.2    there are no agreements between Elan and any third party that
                  conflict with the Elan License;


         7.1.3    [***]

         7.1.4    [***]

7.2      In addition to any other indemnities provided for herein, Elan shall
         indemnify and hold harmless Newco and its Affiliates and their
         respective employees, agents, officers and directors from and against
         any claims, losses, liabilities or damages (including reasonable
         attorney's fees and expenses) incurred or sustained by Newco arising
         out of or in connection with any:

         7.2.1    breach of any representation, covenant, warranty or obligation
                  by Elan hereunder; or

         7.2.2    negligent act or omission on the part of Elan or any of its
                  respective employees, agents, officers and directors in the
                  performance of this Amended Elan License Agreement.

                                       13
<PAGE>
7.3      In addition to any other indemnities provided for herein, Newco shall
         indemnify and hold harmless Elan and its Affiliates and their
         respective employees, agents, officers and directors from and against
         any claims, losses, liabilities or damages (including reasonable
         attorney's fees and expenses) incurred or sustained by Elan arising out
         of or in connection with any:

         7.3.1    breach of any representation, covenant, warranty or obligation
                  by Newco hereunder; or

         7.3.2    negligent act or omission on the part of Newco or any of its
                  agents or employees in the performance of this Amended Elan
                  License Agreement.

7.4      The Party seeking an indemnity shall:

         7.4.1    fully and promptly notify the other Party of any claim or
                  proceeding, or threatened claim or proceeding;

         7.4.2    permit the indemnifying Party to take full care and control of
                  such claim or proceeding;

         7.4.3    co-operate in the investigation and defense of such claim or
                  proceeding;

         7.4.4    not compromise or otherwise settle any such claim or
                  proceeding without the prior written consent of the other
                  Party, which consent shall not be unreasonably withheld
                  conditioned or delayed; and

         7.4.5    take all reasonable steps to mitigate any loss or liability in
                  respect of any such claim or proceeding.

7.5      EXCEPT AS SET FORTH IN THIS CLAUSE 7, ELAN IS GRANTING THE LICENSE
         HEREUNDER ON AN "AS IS" BASIS WITHOUT REPRESENTATION OR WARRANTY
         WHETHER EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY OR
         FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENT OF THIRD PARTY
         RIGHTS, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.

7.6      NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AMENDED ELAN LICENSE
         AGREEMENT, ELAN AND NEWCO SHALL NOT BE LIABLE TO THE OTHER BY REASON OF
         ANY REPRESENTATION OR WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY OF
         COMMON LAW, OR UNDER THE EXPRESS TERMS OF THIS AMENDED ELAN LICENSE
         AGREEMENT, FOR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL OR PUNITIVE
         LOSS OR DAMAGE (WHETHER FOR LOSS OF CURRENT OR FUTURE PROFITS, LOSS OF
         ENTERPRISE VALUE OR OTHERWISE) AND WHETHER OCCASIONED BY THE NEGLIGENCE
         OF THE RESPECTIVE PARTIES, THEIR EMPLOYEES OR AGENTS OR OTHERWISE.

                                       14
<PAGE>
8.       TERM AND TERMINATION

8.1      The term of this Amended Elan License Agreement shall commence as of
         the Effective Date and shall, subject to the rights of termination
         outlined in this Clause 8 and to the provisions of applicable laws,
         expire on the last to occur of:

         8.1.1    the date of expiration or lapse of the last to expire or lapse
                  of patent rights or abandonment of the last patent
                  application, on a country by country basis, within the Elan
                  Intellectual Property and the Generex Intellectual Property;
                  or

         8.1.2    the date which is [***] following the date of the first
                  commercial sale of a Product in the Territory

         (the "Term").

8.2      If either Party commits a Relevant Event, the other Party shall have,
         in addition to all other legal and equitable rights and remedies
         hereunder, the right to terminate this Amended Elan License Agreement
         upon [***] prior written notice to the defaulting Party.

8.3      For the purpose of this Clause 8, a "Relevant Event" is committed by a
         Party if:

         8.3.1    such Party commits a material breach of its representations,
                  warranties or obligations under this Amended Elan License
                  Agreement or the Amended JDOA and fails to cure it within
                  [***] of being specifically required in writing to do so by
                  the other Party; provided, that if the breaching Party has
                  proposed a course of action to cure the breach and is acting
                  in good faith to cure same but has not cured the breach by the
                  [***] day, such period shall be extended by such period as is
                  reasonably necessary to permit the breach to be cured,
                  provided that such period shall not be extended by more than
                  [***], unless otherwise agreed in writing by the Parties;

         8.3.2    a distress, execution, sequestration or other process is
                  levied or enforced upon or sued out against a material part of
                  its property which is not discharged or challenged within
                  [***];

         8.3.3    it is unable to pay its debts in the normal course of
                  business;

         8.3.4    it ceases wholly or substantially to carry on its business,
                  otherwise than for the purpose of a reconstruction or
                  amalgamation, without the prior written consent of the other
                  Party (such consent not to be unreasonably withheld);

         8.3.5    the appointment of a liquidator, receiver, administrator,
                  examiner, trustee or similar officer of such Party or over all
                  or substantially all of its assets under the law of any
                  applicable jurisdiction, including without limitation, the
                  United States of America, Bermuda or Ireland;

                                       15
<PAGE>

         8.3.6    an application or petition for bankruptcy, corporate
                  re-organization, composition, administration, examination,
                  arrangement or any other procedure similar to any of the
                  foregoing under the law of any applicable jurisdiction,
                  including without limitation, the United States of America,
                  Bermuda or Ireland, is filed, and is not discharged within 60
                  days, or a Party applies for or consents to the appointment of
                  a receiver, administrator, examiner or similar officer of it
                  or of all or a material part of its assets, rights or revenues
                  or the assets and/or the business of a Party are for any
                  reason seized, confiscated or condemned.

8.4      Elan shall be entitled to forthwith terminate this Amended Elan License
         Agreement by notice in writing to Generex in the event of a Change of
         Control of Generex/Newco, provided that the foregoing right shall not
         be triggered by the exercise by Elan of any options granted by the
         Definitive Documents.

         Generex and Newco shall promptly notify Elan in writing of the
         occurrence of a Change of Control of Generex/Newco.

8.5      Upon expiration or termination of this Amended Elan License Agreement:

         8.5.1.   any sums that were due from Newco to Elan on Net Sales in the
                  Territory or in such particular country or countries in the
                  Territory (as the case may be) prior to the expiration or
                  termination of this Amended Elan License Agreement as set
                  forth herein shall be paid in full within [***] after the
                  expiration or termination of this Amended Elan License
                  Agreement for the Territory or for such particular country or
                  countries in the Territory (as the case may be);

         8.5.2    any provisions that expressly survive termination or
                  expiration of this Amended Elan License Agreement, including
                  without limitation this Clause 8, shall remain in full force
                  and effect;

         8.5.3    all representations, warranties and indemnities shall insofar
                  as are appropriate remain in full force and effect;

         8.5.4    the rights of inspection and audit set out in Clause 6 shall
                  continue in force for a period of [***];

         8.5.5    subject to Clause 8.5.7, all rights and licenses granted to
                  Newco pursuant to this Amended Elan License Agreement and to
                  the Elan Intellectual Property pursuant to the Amended JDOA
                  (including the rights of Newco pursuant to Clause 10 of the
                  Amended JDOA entitled "Intellectual Property Rights") shall
                  cease for the Territory or for such particular country or
                  countries in the Territory (as the case may be) and shall
                  revert to or be transferred to Elan, and Newco shall not
                  thereafter use in the Territory or in such particular country
                  or countries in the Territory (as the case may be) any rights
                  covered by this Amended Elan License Agreement;

                                       16
<PAGE>
         8.5.6    subject to such license, if any, granted by Newco to Elan and,
                  if any, granted by Newco to Generex pursuant to the provisions
                  of Clause 11 of the Amended JDOA (entitled "Cross
                  Licensing/Exploitation of Products Outside the Fields"), all
                  rights to Newco Intellectual Property shall be assigned to and
                  jointly owned by Generex and Elan and may be exploited by both
                  Elan and Generex separately provided that Elan and Generex
                  shall co-operate reasonably in the prosecution and maintenance
                  of patents claiming such technology and rights and provided
                  further that nothing hereunder shall grant, or be construed to
                  grant, a license to the other party under the Elan
                  Intellectual Property or the Generex Intellectual Property;
                  and

         8.5.7    the rights of permitted third party sub-licensees in and to
                  the Elan Intellectual Property shall survive the termination
                  of the license and sublicense agreements granting said
                  intellectual property rights to Newco; and Newco, Elan and
                  Generex shall in good faith agree upon the form most
                  advantageous to Elan and Generex in which the rights of Newco
                  under any such licenses and sublicenses are to be held (which
                  form may include continuation of Newco solely as the holder of
                  such licenses or assignment of such rights to a third party or
                  parties, including an assignment to both Elan and Generex).

                  Any sublicense agreement between Newco and such permitted
                  sublicensee shall, inter alia, permit such an assignment of
                  rights by Newco to Elan and shall contain appropriate
                  confidentiality provisions.

9        CONFIDENTIAL INFORMATION

9.1      The Parties agree that it will be necessary, from time to time, to
         disclose to each other confidential and proprietary information,
         including without limitation, inventions, works of authorship, trade
         secrets, specifications, designs, data, know-how and other proprietary
         information relating to the Fields, the Products, processes, services
         and business ("Confidential Information") of the disclosing Party

9.2      Any Confidential Information disclosed by one Party to another Party
         shall be used by the receiving Party exclusively for the purposes of
         fulfilling the receiving Party's obligations under this Amended Elan
         License Agreement and the Amended JDOA and for no other purpose.

9.3      Save as otherwise specifically provided herein, each Party shall
         disclose Confidential Information of the other Party only to those
         employees, representatives and agents requiring knowledge thereof in
         connection with fulfilling the Party's obligations under this Amended
         Elan License Agreement. Each Party further agrees to inform all such
         employees, representatives and agents of the terms and provisions of
         this Amended Elan License Agreement relating to Confidential
         Information and their duties hereunder and to obtain their agreement
         hereto as a condition of receiving Confidential Information. Each Party
         shall exercise the same standard of care as it would itself exercise in
         relation to its own confidential information (but in no event less than


                                       17
<PAGE>

         a reasonable standard of care) to protect and preserve the proprietary
         and confidential nature of the Confidential Information disclosed to it
         by the other Party. Each Party shall, upon request of the other Party,
         return all documents and any copies thereof containing Confidential
         Information belonging to, or disclosed by, such other Party.

9.4      Any breach of this Clause 9 by any person informed by one of the
         Parties is considered a breach by the Party itself.

9.5      Confidential Information shall be deemed not to include:

         9.5.1    information that is known to the public;

         9.5.2    information that is made public through no breach of this
                  Amended Elan License Agreement;

         9.5.3    information that is independently developed by a Party as
                  evidenced by such Party's records; or

         9.5.4    information that becomes available to a Party on a
                  non-confidential basis, whether directly or indirectly, from a
                  source other than a Party, which source did not acquire this
                  information on a confidential basis.

9.6      The receiving Party will be entitled to disclose Confidential
         Information which the receiving Party is required to disclose pursuant
         to:

         9.6.1    a valid order of a court or other governmental body; or

         9.6.2    any other requirement of law;

         provided that if the receiving Party becomes legally required to
         disclose any Confidential Information, the receiving Party shall give
         the disclosing Party prompt notice of such fact so that the disclosing
         Party may obtain a protective order or other appropriate remedy
         concerning any such disclosure. The receiving Party shall fully
         co-operate with the disclosing Party in connection with the disclosing
         Party's efforts to obtain any such order or other remedy. If any such
         order or other remedy does not fully preclude disclosure, the receiving
         Party shall make such disclosure only to the extent that such
         disclosure is legally required.

9.7      The provisions relating to confidentiality in this Clause 9 shall
         remain in effect during the term of this Amended Elan License
         Agreement, and for a period of [***] following the expiration or
         earlier termination of this Amended Elan License Agreement.

9.8      The Parties agree that the obligations of this Clause 9 are necessary
         and reasonable in order to protect the Parties' respective businesses,
         and each Party agrees that monetary damages would be inadequate to
         compensate a Party for any breach by the other Party of its covenants
         and agreements set forth herein.


                                       18
<PAGE>

         Accordingly, the Parties agree that any such violation or threatened
         violation shall cause irreparable injury to a Party and that, in
         addition to any other remedies that may be available, in law and equity
         or otherwise, each Party shall be entitled to obtain injunctive relief
         against the threatened breach of the provisions of this Clause 9, or a
         continuation of any such breach by the other Party, specific
         performance and other equitable relief to redress such breach together
         with its damages and reasonable counsel fees and expenses to enforce
         its rights hereunder, without the necessity of proving actual or
         express damages.

9.9      For the avoidance of doubt, all Confidential Information of Newco
         received by any Party hereunder (other than Newco) shall not be
         disclosed by such Party to an Elan JV [***]; provided, however, that
         Elan shall not be deemed to have breached this Clause 9.9 for
         disclosure of such Confidential Information to senior personnel of Elan
         who are bound by confidentiality provisions, but such personnel shall
         have no right to further disclose such Confidential Information.

10       GOVERNING LAW AND JURISDICTION

10.1     This Amended Elan License Agreement shall be governed by and construed
         in accordance with the laws of the State of New York, without regard to
         principles of conflicts of law.

10.2     The Parties will attempt in good faith to resolve any dispute arising
         out of or relating to this Amended Elan License Agreement promptly by
         negotiation between executives of the Parties. In the event that such
         negotiations do not result in a mutually acceptable resolution within
         [***]of the commencement of such negotiations, the Parties agree to
         consider other dispute resolution mechanisms including mediation.

         In the event that the Parties fail to agree on a mutually acceptable
         dispute resolution mechanism within [***]of either Party's demand for
         such alternative dispute resolution, any such dispute shall be finally
         settled by the courts of competent jurisdiction. For the purposes of
         this Amended Elan License Agreement the parties submit to the [***]
         jurisdiction of the courts of the State and Federal Courts located in
         the State, City and County of New York.

11       IMPOSSIBILITY OF PERFORMANCE - FORCE MAJEURE

         Neither Elan nor Newco shall be liable for delay in the performance of
         any of its obligations hereunder if such delay results from causes
         beyond its reasonable control, including, without limitation, acts of
         God, fires, strikes, acts of war, intervention of a government
         authority, but any such delay or failure shall be remedied by such
         Party as soon as practicable.


                                       19
<PAGE>
12       ASSIGNMENT

         This Amended Elan License Agreement may not be assigned by either Party
         without the prior written consent of the other, save that either Party
         may assign this Amended Elan License Agreement to its Affiliates or
         subsidiaries without such prior written consent; provided that such
         assignment does not have any adverse tax consequences on the other
         Party.

13       NOTICES

13.1     Any notice to be given under this Amended Elan License Agreement shall
         be sent in writing in English by registered or recorded delivery post
         or reputable overnight courier or telefaxed to the following addresses:

         If to Newco at:

         Clarendon House,
         2 Church St,
         Hamilton,
         Bermuda.

         Attention:        Secretary
         Telephone:        [***]
         Fax:              [***]
         with a copy to Generex at:


         Generex Biotechnology Corporation
         33 Harbour Square, Suite 202,
         Toronto, Ontario
         Canada M5J 2G2


         Attn: Chief Executive Officer
         Telephone         [***]
         Fax:              [***]


         with a copy to:

         Eckert Seamans Cherin & Mellott. LLC
         1515 Market Street
         9th Floor
         Philadelphia, PA 19102

         Attention:        John G. Chou, Esq.
         Telephone         215-581-8400
         Fax:              215-851-8383


                                       20
<PAGE>

         If to Elan at:

         c/o Elan International Services, Ltd.,
         102 St. James Court,
         Flatts, Smiths FL04,
         Bermuda.


         Attention:        President
         Telephone:        [***]
         Fax:              [***]

         or to such other address(es) and telefax numbers as may from time to
         time be notified by either Party to the other hereunder in the manner
         set forth in Clause 13.2.

13.2     Any notice sent by mail shall be deemed to have been delivered within 7
         working days after dispatch or delivery to the relevant courier and any
         notice sent by telefax shall be deemed to have been delivered upon
         confirmation of receipt. Notice of change of address shall be effective
         upon receipt. Notices by telefax shall also be sent by another method
         permitted hereunder.

14       MISCELLANEOUS

14.1     Waiver:

         No waiver of any right under this Amended Elan License Agreement shall
         be deemed effective unless contained in a written document signed by
         the Party charged with such waiver, and no waiver of any breach or
         failure to perform shall be deemed to be a waiver of any other breach
         or failure to perform or of any other right arising under this Amended
         Elan License Agreement.

14.2     Severability:

         If any provision in this Amended Elan License Agreement is agreed by
         the Parties to be, or is deemed to be, or becomes invalid, illegal,
         void or unenforceable under any law that is applicable hereto:

         14.2.1   such provision will be deemed amended to conform to applicable
                  laws so as to be valid and enforceable; or

         14.2.2   if it cannot be so amended without materially altering the
                  intention of the Parties, it will be deleted, with effect from
                  the date of such agreement or such earlier date as the Parties
                  may agree, and the validity, legality and enforceability of
                  the remaining provisions of this Amended Elan License
                  Agreement shall not be impaired or affected in any way.

14.3     Further Assurances:

         At the request of any of the Parties, the other Party or Parties shall
         (and shall use reasonable efforts to procure that any other necessary
         parties shall) execute and perform all such documents, acts and things
         as may reasonably be required subsequent to the signing of this Amended
         Elan License Agreement for assuring to or vesting in the requesting
         Party the full benefit of the terms hereof.

                                       21
<PAGE>

14.4     Successors:

         This Amended Elan License Agreement shall be binding upon and enure to
         the benefit of the Parties hereto, their successors and permitted
         assigns.

14.5     No Effect on Other Agreements/Conflict:

         No provision of this Amended Elan License Agreement shall be construed
         so as to negate, modify or affect in any way the provisions of any
         other agreement between the Parties unless specifically referred to,
         and solely to the extent provided herein.

         In the event of a conflict between the provisions of this Amended Elan
         License Agreement and the provisions of the Amended JDOA, the terms of
         the Amended JDOA shall prevail unless this Amended Elan License
         Agreement specifically provides otherwise.

14.6     Amendments:

         No amendment, modification or addition hereto shall be effective or
         binding on any Party unless set forth in writing and executed by a duly
         authorized representative of each Party.

14.7     Counterparts:

         This Amended Elan License Agreement may be executed in any number of
         counterparts, each of which when so executed shall be deemed to be an
         original and all of which when taken together shall constitute this
         Amended Elan License Agreement.

14.8     Good Faith:

         Each Party undertakes to act reasonably in giving effect to the
         provisions of this Amended Elan License Agreement.

14.9     No Reliance:

         Each Party hereby acknowledges that in entering into this Amended Elan
         License Agreement it has not relied on any representation or warranty
         save as expressly set out herein or in any document referred to herein.

14.10    Relationship of the Parties:

         Nothing contained in this Amended Elan License Agreement is intended or
         is to be construed to constitute Elan and Newco as partners, or Elan as
         an employee of Newco, or Newco as an employee of Elan.


                                       22
<PAGE>

         Neither Party hereto shall have any express or implied right or
         authority to assume or create any obligations on behalf of or in the
         name of the other Party or to bind the other Party to any contract,
         agreement or undertaking with any third party.

14.11    Whole Agreement:

         This Amended Elan License Agreement (including the Schedules attached
         hereto) and the Definitive Documents set forth all of the agreements
         and understandings between the Parties with respect to the subject
         matter hereof, and supersede and terminate all prior agreements and
         understandings between the Parties with respect to the subject matter
         hereof. There are no agreements or understandings with respect to the
         subject matter hereof, either oral or written, between the Parties
         other than as set forth in this Amended Elan License Agreement and the
         Definitive Documents.

         Nothing contained herein shall be deemed to negate any rights or
         obligations of any of the Parties which have accrued between the
         Closing Date and the Effective Date, save to the extent expressly
         provided herein.


                                       23

<PAGE>


IN WITNESS WHEREOF the Parties hereto have executed this Amended Elan License
Agreement.



SIGNED


BY ______________________
for and on behalf of
Elan Corporation, plc
DATED: __ day of January 2002


SIGNED


BY ___________________
For and on behalf of
Generex Newco Limited
DATED: __ day of January 2002


AGREED TO AND ACCEPTED:


SIGNED


BY ___________________
For and on behalf of
Generex Biotechnology Corporation
DATED: __ day of January 2002


                                       24

<PAGE>



                                   SCHEDULE 1
                                   ----------

                                  ELAN PATENTS


<TABLE>
<CAPTION>
=========================== ====================================================================================
      US Patent No.                                                Title
=========================== ====================================================================================
<S>                           <C>

          [***]             [***]

--------------------------- ------------------------------------------------------------------------------------
--------------------------- ------------------------------------------------------------------------------------

          [***]             [***]

--------------------------- ------------------------------------------------------------------------------------
--------------------------- ------------------------------------------------------------------------------------

          [***]             [***]

--------------------------- ------------------------------------------------------------------------------------
</TABLE>

[Total redaction for Schedule 1 is 1 page]


                                       25
<PAGE>


                                   SCHEDULE 2
                                   ----------



[****] [Total redaction for Schedule 2 is 1 page]








                                       26


































</TEXT>
</DOCUMENT>
