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Delaware
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000-25169
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98-0178636
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(State
or Other Jurisdiction
of Incorporation) |
(Commission
File Number)
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(IRS
Employer
Identification Number) |
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33
Harbour Square, Suite 202, Toronto,
Ontario Canada
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M5J
2G2
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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| Item 5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers;
Compensatory Arrangements of Certain
Officers.
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(b)
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On
April 16, 2007, David E. Wires notified Generex Biotechnology Corporation
(the “Company”) of his intention not to stand for re-election as a
director at the Company’s annual meeting of the stockholders, currently
scheduled for May 29, 2007 (the “Annual Meeting”).
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On
or about March 15, 2007, Mindy J. Allport-Settle notified the Company
of
her intention not to stand for re-election as a director at the Company’s
Annual Meeting.
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On
April 19, 2007, the Board of Directors of the Company (including
a
majority of the independent directors) approved the nomination of
Nola
Masterson to stand for election as a director nominee at the Annual
Meeting and determined that, upon her election to the Board, Ms.
Masterson
will be independent under applicable requirements of NASDAQ.
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Ms.
Masterson, age 60, has consented to stand for election at the Annual
Meeting. Ms. Masterson’s business experience is as follows: Since 1982,
she has been the chief executive officer of Science Futures Inc.,
an
investment and advisory firm. Ms. Masterson is currently Managing
Member
and General Partner of Science Futures LLC, I, II and III, which
are
venture capital funds invested in life science funds and companies.
She
also serves as a Senior Advisor to TVM Techno Venture Management,
an
international venture capital company, and as a member of the Board
of
Directors of Repros Therapeutics Inc., a development stage
biopharmaceutical company formerly known as Zonagen, Inc. (currently
trading on The NASDAQ Global Market under the symbol “RPRX”). Ms.
Masterson was the first biotechnology analyst on Wall Street, working
with
Drexel Burnham Lambert and Merrill Lynch, and is a co-founder of
Sequenom,
Inc., a genetic analysis company located in San Diego and Hamburg,
Germany. She also started the BioTech Meeting in Laguna Nigel, CA,
the
annual Biopharmaceutical Conference in Europe, and was nominated
to the
100 Irish American Business List in 2003. Ms. Masterson began her
career
at Ames Company, a division of Bayer, and spent eight years at Millipore
Corporation in sales and sales management. Ms. Masterson has 31 years
of
experience in the life science industry. She received her Masters
in
Biological Sciences from George Washington University, and continued
Ph.D.
work at the University of Florida.
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GENEREX
BIOTECHNOLOGY CORPORATION
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Date: April
20, 2007
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By: | /s/ Rose C. Perri |
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Chief
Operating Officer and
Chief Financial Officer (principal financial officer) |
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