Intermediate
      Supply Agreement

     

    This
      Intermediate Supply Agreement is entered into, effective as of this 9 day of
      April, 2008 (the “Effective Date”) by and between 

    


    Lev
      Pharmaceuticals, Inc., 675 Third Avenue, New York, NY 10017, USA (hereinafter
      referred to as "Lev” or “Seller“)

    


    and
      

    


    Biotest
      AG, a corporation having a place of business at Landsteinerstrasse 5, 63303
      Dreieich, Germany (hereinafter referred to as "Biotest” or
“Purchaser“)

    


    Both,
      LEV
      and BIOTEST may be referred to as the "PARTIES"

    


    RECITALS

     

    Whereas,
      BIOTEST wishes to purchase intermediates manufactured from human plasma as
      starting material, and whereas, LEV has access to human plasma and is interested
      to sell intermediates manufactured out of such plasma by toll
      manufacture.

    


    Now,
      therefore, in consideration of the foregoing and the mutual promises contained
      herein the Parties agree as follows:

     

    TERMS

     

    
      	1.	
              Purpose

            


    

    
      	
            	a)	
              "Products"
                are defined as the intermediates manufactured by fractionation of
                plasma
                and specified by Appendix
                1.
                

            


    

    


    
      	
            	b)	
              "Plasma"
                ("Plasma for Fractionation") is the liquid part of human blood donated
                by
                donors and which satisfies the definition of “Source Plasma”, as defined
                by the United States Food and Drug Administration (“FDA”) in 21 C.F.R.
                640.60.

            


    

    


    
      	
            	c)	
              BIOTEST
                acknowledges that the Products are manufactured on LEV’s behalf by Sanquin
                Blood Supply Foundation (“Sanquin”), located at Plesmanlaan
                125, 1066 CX Amsterdam,
                Netherlands. Manufacturing site is the facility of CAF/DCF, Avenue
                de
                Tyraslaan 109, 1120 Brussels,
                Belgium.

            


    

    


    
      	2.	
              Sale
                of Products

            


    

    
      	
            	2.1	
              Agreement
                to purchase and sell.
                During the Term of, and in accordance with the terms and conditions,
                of
                this Agreement, Seller shall sell and Purchaser shall purchase all
                of the
                Products (as defined above) produced by Sanquin on behalf of Seller
                from
                the Plasma provided by Seller to Sanquin that Seller does not require
                for
                use in clinical trials of its product candidates, as it may determine
                in
                its reasonable discretion. Seller represents to Purchaser that the
                volume
                of Plasma to be processed on its behalf by Sanquin for the calendar
                year
                ending December 31, 2008 shall be approximately *
                * *
                liters. Thereafter, and for all subsequent 12 month periods during
                the
                term of this Agreement, Seller shall notify Purchaser prior to November
                30
                of the prior year of the volume of Plasma that is anticipated to
                be
                processed for Seller by Sanquin for the next succeeding twelve month
                period. Notwithstanding the foregoing, however, Purchaser agrees
                and
                acknowledges that the specific quantities of Products which it hereby
                agrees to purchase shall fluctuate throughout the Term, based on
                Seller’s
                requirements, and that Seller makes no commitment or guarantee to
                sell any
                set quantity of Products during the Term. Seller will estimate, on
                a
                periodic basis during the Term, the estimated volume and schedule
                for
                shipments of Products.

            


    

    

      [*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    
 

    
      	
            	2.2	
              Purchaser’s
                Right of First Refusal for Plasma. 

            


    

    


    (a)
       If
      during
      the Term Seller determines to sell unprocessed Plasma to an unaffiliated third
      party, Seller agrees to offer such Plasma to Purchaser in accordance with the
      terms and conditions of this Agreement. In the event Seller determines to sell
      unprocessed Plasma, it shall first provide Purchaser with written notification
      (the “Notice”) of its offer to sell such Plasma, which Notice shall include at a
      minimum (i) the volume of Plasma it is willing to sell (the “Offered Plasma”),
      (ii) the aggregate purchase price for such Offered Plasma and (iii) the date
      by
      which Seller wishes to consummate such sale. Seller and Purchaser hereby agree
      that the purchase price per liter of Offered Plasma shall be equivalent to
      Seller’s acquisition cost for such Offered Plasma.

    


    (b) Purchaser
      shall have a period of seven calendar days from the date of Seller’s notice to
      notify Seller in writing if it wishes to purchase some or all of the Offered
      Plasma on the terms set forth in the Notice. Such election shall be irrevocable
      and Purchaser shall be liable to Seller for the purchase price of such Offered
      Plasma. In the event Purchaser elects to purchase some or all of the Offered
      Plasma, the parties shall proceed in good faith and use their best efforts
      to
      consummate such transaction within the time frame stated in Seller’s Notice.


    


    (c) In
      the
      event Purchaser declines to purchase any Offered Plasma, the Seller shall be
      permitted to proceed with a sale of such Offered Plasma to any third party
      on
      such other terms and conditions as Seller may elect. In no event shall any
      specific volume of Offered Plasma that Purchaser declines to purchase again
      be
      subject to this right of first refusal.

    
      
         

      

    

    
      	
            	2.3	
              Seller’s
                Right of First Refusal for Fraction V Paste. 

            


    

    


    (a)
       During
      the Term, if Purchaser determines to sell any quantity of Fraction V Paste
      derived from Plasma supplied to Sanquin by Seller (the “Paste”) to a third
      party, other than as specified below in clause (b), Purchaser agrees to offer
      such Paste to Seller in accordance with the terms and conditions of this
      Agreement. In the event Purchaser determines to sell such Paste, it shall first
      provide Seller with written notification (the “Notice”) of its offer to sell the
      Paste, which Notice shall include at a minimum (i) the volume of Paste it is
      willing to sell (the “Offered Paste”), (ii) the aggregate purchase price for
      such Offered Paste and (iii) the date by which Purchaser wishes to consummate
      such sale. Seller and Purchaser hereby agree that the purchase price per liter
      of Offered Paste shall not exceed the fair market value of such Paste as
      determined at any time that this right of first refusal is
      triggered.

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

    

    


    (b)
       Notwithstanding
      the foregoing right of first refusal, the Purchaser’s obligation to offer Seller
      the right to buy Paste shall not extend to the Fraction V Paste obtained from
      the Residuals derived from the processing by Sanquin of an initial quantity
      of
*
      * *
      liters
      of U.S. Source Plasma owned by Seller. 

    


    (c) Seller
      shall have a period of seven calendar days from the date of Purchaser’s Notice
      to notify Purchaser in writing if it wishes to purchase some or all of the
      Offered Paste on the terms set forth in the Notice. In the event Seller elects
      to purchase some or all of the Offered Paste, the parties shall proceed in
      good
      faith and use their best efforts to consummate such transaction within the
      time
      frame and on the terms stated in the Notice. At
      the
      closing, (a) the Purchaser shall sell, transfer and deliver to the Seller or
      its
      designee full right, title and interest in and to the Offered Paste so
      purchased, free and clear of all liens, security interests or adverse claims
      of
      any kind and nature and (b) Seller shall deliver to the Purchaser the purchase
      price of the Offered Paste.

    


    (d) In
      the
      event Seller declines to purchase any Offered Paste, the Purchaser shall be
      permitted to proceed with the sale of such Offered Paste specified in the Notice
      within 120 days from the date of, and on the same terms set forth in, the
      Notice. If
      the
      Purchaser does not complete the sale of the Offered Paste within the 120-day
      period, or seeks to modify the terms of the sale as described in the Notice,
      the
      provisions of this Section shall again apply, and no transfer or sale of such
      Offered Paste shall be made otherwise than in accordance with the terms of
      this
      right of first refusal. 

    


    
      	
            	2.4	
              Invoices.
                From time to time during the Term, Seller shall deliver to Purchaser
                an
                invoice order reflecting the aggregate volume of Products to be purchased
                hereunder (an “Invoice”). Seller shall be entitled to deliver Invoices to
                Purchaser at such time as the transfer of title of the Products covered
                by
                each such Invoice occurs, as specified in Section 4(c) of this Agreement.
                Each Invoice shall specify the quantity of Products purchased and
                the
                corresponding delivery dates. 

            


    

    


    
      	3.	
              Quality

            


    

    The
      responsibility for the quality of the Products, and the specifications thereof,
      is regulated by a quality agreement between Biotest and Sanquin (the “Quality
      Agreement”). The responsibility for the quality of Plasma is regulated by an
      agreement between Lev and Sanquin (the “Lev-Sanquin Agreement”). Biotest agrees
      that Lev is not a party to the Quality Agreement and shall have no
      responsibility for and incur no liability hereunder for failure of the Products
      to comply with any requirements of the Quality Agreement. Nothing herein shall
      make Biotest a party to the Lev-Sanquin Agreement, granting Biotest any rights
      or remedies under such Lev-Sanquin Agreement nor shall Biotest be deemed a
      third-party beneficiary of the Lev-Sanquin Agreement.

    


    
      	4.	
              Delivery.

            


    

    
      	
            	a)	
              From
                time to time during the Term, Seller shall deliver the Plasma from
                which
                Sanquin shall manufacture the Products to Sanquin at such locations
                as
                shall be determined by LEV and Sanquin. On behalf of Sanquin the
                Products
                are produced at the facility of CAF/DCF.


            


    

    


    
      	
            	b)	
              From
                time to time during the Term, Seller shall generate and deliver to
                Purchaser an invoice for the volume of Products sold. Each such invoice
                shall specify the quantity of Products sold, the aggregate price
                for such
                Products and the date on which the Products shall be transferred
                to
                Purchaser. Seller agrees to consult with Purchaser regarding the
                quantity,
                frequency and timing of Products tendered for delivery; however Purchaser
                agrees and acknowledges that the exact quantity, frequency and delivery
                time for Product delivery is subject to the production output of
                Sanquin.
                

            


    

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

           

        

      

    

    
      	 	
              c)

            	
              The
                transfer of title, use and risk of loss for the Products shall occur
                at
                the designated shipment or transfer location of Seller. Transfer
                of title,
                use and risk of loss shall occur periodically during the Term at
                each time
                that Seller confirms to Purchaser that Sanquin is authorized to release
                a
                batch of *** and/or *** (as such terms are defined in Appendix 1)
                from its
                quality assurance procedures for shipment. Accordingly, any damages
                sustained beyond that point, will be the responsibility of Purchaser.
                In
                the event Purchaser is notified by Sanquin that a batch of Product
                (whether it is *** or ***) has been released from quality assurance,
                it
                shall, prior to taking delivery of such batch of Product, notify
                Seller of
                such occurrence. In no event may Purchaser accept delivery of and
                title to
                any Products until the release of such Product batch is confirmed
                by
                Seller. Purchaser agrees to bear all costs of shipments, freight,
                insurance and all governmental taxes and duties incurred during shipping
                of the Products sold hereunder from the Seller shipping point to
                Purchaser’s designated receiving terminal.


            


    

    


    
      	
            	d)	
              Products
                shall be packed by or on behalf of Seller in such a manner as to
                mitigate
                damage to the Products or containers during shipping and shall be
                tendered
                to Purchaser at Seller’s designated shipping point.
                

            


    

    


    
      	5.	
              Terms
                of Payment

            


    

    The
      price
      and payment terms Seller and Purchaser have agreed upon are specified in
Appendix
      2.

    


    
      	6.	
              Receipt,
                Tests and Complaints

            


    

    
      	 	
              a)

            	
              The
                receipt, tests to be performed on Plasma, including NAT testing for
                HIV,
                HBV, HCV, HAV, and Parvo B19, respective documentation, and possible
                complaints, as well as handling of look-backs and Post Donation
                Information are the responsibility of Sanquin pursuant to the Lev-Sanquin
                Agreement. 

            


    

    


    
      	 	
              b)

            	
              The
                location for the receipt of Products purchased hereunder by Purchase
                is:
                BIOTEST at its manufacturing site at Dreieich, Germany for purchases
                of
                *** and CAF/DCF for purchases of *** at its manufacturing site at
                Brussels, Belgium for further manufacturing. Purchaser may, upon
                prior
                written notice to Seller, select other receiving locations for
                Products.

            


    

    


    
      	
            	c)	
              Purchaser
                reserves the right for up to 90 days from date of delivery to inspect
                Products for deficiencies. In the event a shipment of Products does
                not
                comply with the requirements of this Agreement because of any failure
                of
                the Plasma to comply with the warranty provided in Section 7.1(i)
                below,
                Purchaser may reject all or party of such shipment by promptly notifying
                Seller in writing of such alleged defect in reasonably sufficient
                detail.
                The nonconforming shipment or portion thereof shall be held for Seller’s
                disposition, or shall be returned to Seller, in each case at Seller’s
                expense, as directed by Seller. Purchaser shall not be obligated
                to buy or
                pay for any shipment which does not comply with the specifications
                or is
                otherwise not as warranted. Purchaser shall receive a full credit
                for any
                rejected shipment, which shall include Purchaser’s shipping costs. In the
                event the Products are not accepted for any reason other than the
                failure
                of the Plasma to satisfy the warranty of Seller in Section 7.1(i),
                Purchaser shall not have any recourse against Seller, shall be liable
                to
                the Seller for the prompt payment of the purchase price of such Products
                and shall be limited to pursuing any remedies it may have pursuant
                to the
                Quality Agreement or such other agreement it may have with
                Sanquin.

            


    

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

    

     

    
      	7.	
              Representations
                and Warranties 

            


    

    7.1
      Seller’s
      Warranties.
      Seller
      warrants that (i) all Plasma provided to Sanquin shall be Source Plasma, as
      defined above, and (ii) all Products delivered pursuant to this Agreement shall
      be manufactured for it by or on behalf of Sanquin. 

    


    Seller
      further warrants that it shall (a) to the extent permitted by Governmental
      Authorities: report serious failures and exceptional incidents to Purchaser;
      inform Purchaser immediately about measures taken against it or its suppliers
      by
      Governmental Authorities concerning the Products; and (b) use commercially
      reasonable efforts to ensure the source and traceability of individual plasma
      units; implement a quality assurance system including a look-back system and
      relevant contractual terms with its suppliers.

    


    SELLER
      MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OTHER THAN THOSE
      EXPRESSLY MADE IN THIS AGREEMENT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
      INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
      FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

    


    7.2
      Mutual
      Representations.
      Each
      Party represents that:

    


    
      	 	
              (a)

            	
              Such
                Party is a corporation duly organized, validly existing, and in good
                standing under the laws of jurisdiction in which it is
                incorporated.

            


    

    
      	 	
              (b)

            	
              Such
                Party has the corporate and legal power and authority to enter into
                this
                Agreement and to perform its obligations hereunder, and such Party
                has
                undertaken all necessary corporate action to authorize the execution
                and
                delivery of this Agreement and to perform its obligations hereunder.
                This
                Agreement, once executed and delivered by the Parties shall constitute
                a
                valid and binding obligation enforceable against each Party in accordance
                with the terms hereof.

            


    

    
      	 	
              (c)

            	
              Such
                Party has not made and, during the term of this Agreement, will not
                make
                any commitments to any other person or entity that is or may be
                inconsistent or in conflict with any rights granted under this
                Agreement.

            


    

    


    7.3
      Purchaser
      Acknowledgement.
      Purchaser agrees that the requirements for the applicable dating period and
      for
      how the Products shall be processed, stored, tested, packaged, labeled and
      shipped in accordance with good manufacturing practices, pursuant to regulations
      prescribed by the respective Government Authorities and all other applicable
      standards, and methods, practices, procedures and directives, requirements
      and
      specifications stated or referred to therein shall be terms and conditions
      of
      the Quality Agreement and Seller makes no representations or warranties
      hereunder concerning the subject matter of this Section 7.3.

    


    
      	8.	
              Limitation
                of Liability and Indemnification


            


    

    8.1 Limitation
      of Liability.
      

    The
      liability of Seller for any damages resulting from its breach of this Agreement
      shall not exceed the purchase price for the Products received by Seller during
      the twelve month period immediately prior to the date of claim. After transfer
      of title for Products, Seller shall not be liable for damages attributable
      to
      said Products due to unsatisfactory storage, transport, or further
      manufacturing. Except
      for a breach of confidentiality obligations as set forth in the Non-Disclosure
      Agreement or as
      may
      arise pursuant to the indemnification obligations under this
      Agreement,
      in
      no event
      shall either of the Parties hereto be liable to the other for payment of any
      consequential, punitive, incidental or special damages incurred by the other
      Party.

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

    

    


    8.2
      Indemnity.

    a.
      Purchaser’s Obligation.
      Purchaser shall defend, indemnify and hold harmless Seller, affiliated companies
      of Seller and the directors, officers, employees and agents of Seller (each
      a
“Seller Indemnified Party”) from and against all liability, loss, costs, claims,
      damages, expenses, judgments, awards and settlements, including, without
      limitation, actual attorneys’ fees and expenses reasonably incurred (whether or
      not these are covered by insurance), whether in tort or in contract, law or
      equity, that a Seller Indemnified Party may incur by reason of or arising out
      of
      any claim made by any third party, resulting from or with respect to (i) the
      material breach of this Agreement by Purchaser or any other person for whose
      actions Purchaser is liable under applicable law; (ii) the gross negligence
      or
      intentional misconduct or omission of Purchaser or any employee, contractor,
      or
      authorized representative of Purchaser; or (iii) the harmful or unsafe effect
      of
      any drug or other product owned or to which rights are held by Purchaser;
      provided, however, that this indemnification shall not extend to any claims
      arising out of a material breach of this Agreement by Seller or any other person
      for whose actions Seller is liable under applicable law; or the gross negligence
      or intentional misconduct or omission of Seller in connection with this
      Agreement.

    


    b.
      Seller’s Obligation.
      Seller
      shall defend, indemnify and hold harmless Purchaser, affiliated companies of
      Purchaser and the directors, officers, employees and agents of Purchaser (each
      a
“Purchaser Indemnified Party”), from and against all liability, loss, costs,
      claims, damages, expenses, judgments, awards and settlements, including, without
      limitations, actual attorneys’ fees and expenses reasonably incurred (whether or
      not these are covered by insurance), whether in tort or in contract, law or
      equity, that a Seller indemnified Party may incur by reason of or arising out
      of
      any claim made by any third party resulting from or with respect to (i) material
      breach of this Agreement by Seller or any other person for whose actions Seller
      is liable under applicable law, or (ii) the gross negligence or intentional
      misconduct or omission of Seller or any employee, contractor, or authorized
      representative of Seller; provided, however, that this indemnification shall
      not
      extend to any claims arising out of a material breach of the Agreement by
      Purchaser or any other person for whose actions Purchaser is liable under
      applicable law; or the gross negligence or intentional misconduct or omission
      of
      Purchaser in connection with this Agreement.

    


    c.
      Condition to Indemnity.
      The
      obligations to indemnify, defend and hold harmless set forth in this Section
      shall not apply to the Party to be indemnified (the “Indemnified Party”) unless
      the Indemnified Party (i) promptly notifies the Party providing such
      indemnification (the “Indemnifying Party”) of any matters in respect of which
      the indemnity may apply and of which the Indemnified Party has knowledge; (ii)
      gives the Indemnifying Party, at the Indemnifying Party’s option, full
      opportunity to control the response thereto and the defense thereof, including
      any agreement relating to the settlement thereof, provided that the Indemnifying
      Party shall not settle any such claim or action without the prior written
      consent of the Indemnified Party (which consent shall not be unreasonably
      withheld or delayed) unless such settlement include as an unconditional term
      thereof the giving by the claimant of an unconditional release from all
      liability in favor of the Indemnified Party; and (iii) cooperates with the
      Indemnifying Party, at the Indemnifying Party’s cost and expense, in the defense
      or settlement thereof. Notwithstanding the foregoing, the indemnification
      obligations hereunder shall not be relieved hereunder for failure to do the
      foregoing, or delay with so doing, unless the Indemnifying Party is prejudiced
      thereby. In addition, the Indemnified Party may, at its own expense, participate
      in its defense of any claim. 

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

           

        

      

    

    
      	9.	
              Extraordinary Risks

            


    

    Purchaser
      acknowledges that when Products prepared from human blood or plasma are
      administered, the potential for the transmission of infectious agents (such
      as
      viruses or other infectious particles, and including infectious agents that
      may
      not have been discovered or characterized at this time) cannot be totally
      eliminated, despite stringent controls applied in the selection of blood and
      plasma donors and prescribed manufacturing standards used at blood and plasma
      collection centers, testing laboratories and fractionation facilities.
      Accordingly, Purchaser agrees that any claims resulting from or alleging such
      transmission of infectious agents are NOT intended to be covered by the
      indemnification provisions of Article 8.

    


    
      	10.	
              Confidentiality

            


    

    The
      Parties have signed a "Non-Disclosure Agreement" which has been executed on
      August 20, 2007, the provisions of which are incorporated by reference
      herein.

    


    
      	11.	
              Term
                and Termination of
                Agreement

            


    

    
      	
            	a)	
              Term
                of Agreement.
                The term of this Agreement shall commence on the Effective Date and
                shall
                continue in full force and effect until December 31, 2012 (the “Term”)
                unless terminated earlier in accordance with this Agreement. Articles
                6,
                7, 8, 9, 10, 11, 12, and 13 shall survive termination or expiration
                of
                this Agreement and remain in full force and effect to the degree
                necessary
                to permit their complete fulfillment or
                discharge.

            


    

    


    
      	
            	b)	
              Renewal.
                This Agreement shall be executed by mutual signatures of the Parties.
                This
                Agreement will be automatically extended for an additional two years
                unless it is cancelled by either of the parties in writing on or
                before
                December 31, 2011.

            


    

    


    
      	
            	c)	
              Termination
                for Cause.
                Either Party shall have the right to immediately terminate this Agreement
                in the event the other Party fails to perform any of its material
                obligations under this Agreement and such failure to perform is not
                cured
                within 30 days of written notice of such failure; provided, however
                correction of a breach by Purchaser for non-payment must be made
                within 30
                business days. Non payment shall not be considered a breach in the
                event
                of (1) a payment dispute, in good faith, in accordance with terms
                and
                conditions of Appendix 2 and/or (2) a breach by Seller of its warranty
                set
                forth in Section 7.1(i). The right of any Party to terminate this
                Agreement pursuant to this section shall not be affected in any way
                by its
                waiver or failure to take action with respect to any prior default.
                The
                Party not in default shall be entitled to terminate this Agreement
                without
                prejudice to any other rights conferred on it by this Agreement or
                under
                law or equity. A termination shall not relieve a Party from any
                obligations that survive termination or expiration of this Agreement.
                

            


    

    


    
      	
            	d)	
              Other
                Termination Provisions.
                Either Party may immediately terminate this Agreement if the other
                Party:
                (i) admits in writing that it is unable to pay its debts as they
                become
                due; (ii) starts a proceeding, or indicates its acquiescence to a
                proceeding started by another, relating to it under any bankruptcy,
                reorganization, rearrangement, insolvency, readjustment or debt,
                dissolution, liquidation or similar law; (iii) makes an assignment
                for the
                benefit of creditors; (iv) consents to the appointment of a receiver,
                trustee or liquidator for a substantial part of its property; (v)
                files,
                or has filed against it, a petition in bankruptcy, reorganization,
                rearrangement or insolvency which, if filed against it, is not dissolved
                or dismissed within ninety (90) days after filing; or (vi) had entered
                against it an order by a court of competent jurisdiction appointing
                a
                receiver, trustee or liquidator for it or a substantial part of its
                property, or approving its dissolution or termination, and if not
                consented to or acquiesced in by such Party, such order in not vacated
                or
                set aside or stayed within ninety (90)
                days.

            


    

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

    

     

    
      	12.	
              Remedies
                for Non-Performance

            


    

    
      	
            	a)	
              In
                the event Purchaser fails to timely pay any invoice for Products,
                except
                in the event of (i) a good faith payment dispute in accordance with
                Appendix 2 and/or (ii) a breach by Seller of its warranty set forth
                in
                Section 7.1(i),upon the expiration of the twenty (20) day cure period,
                Seller will have no further obligation to sell Products to Purchaser,
                and
                Purchaser will be liable to purchase from Seller all amounts of Products
                deliverable hereunder during the remaining Term of this Agreement,
                which
                amount shall be based on a per annum Product yield equal to either
                *
                * *
                liters or if greater, the volume of Products actually purchased by
                Purchaser during the *** period immediately prior to the termination
                date.
                

            


    

    


    
      	
            	b)	
              In
                the event the Seller or Purchaser is in breach of any provision,
                other
                than non-payment by Purchaser and such breach remains uncured following
                thirty (30) days’ written notice to the breaching party, the non-breaching
                party shall have the right to immediately terminate this agreement
                upon
                written notice to the breaching party. In addition, Purchaser or
                the
                Seller shall have the right to exercise any and all other rights
                and
                remedies available to it, whether arising at law or in equity or
                arising
                under this agreement. 

            


    

    


    
      	
            	c)	
              Intentionally
                omitted.

            


    

    


    
      	
            	d)	
              The
                rights and remedies available to Purchaser or the Seller under this
                agreement or any other agreement among the parties are cumulative
                and the
                exercise of any right or remedy shall not preclude or dismiss Purchaser's
                or the Seller's right to pursue any other or additional right or
                remedy,
                including, without limitation, any claim for damages. The failure
                to
                exercise any right or remedy in the event of any breach or default
                shall
                not constitute a waiver or adversely affect Purchaser's or the Seller's
                right to exercise any right or remedy in the future for the same
                or any
                other breach or default in the
                future.

            


    

    


    
      	
            	e)	
              Purchase
                of Closing Inventory. At
                the termination or expiration of this agreement, the Seller shall
                sell,
                and Purchaser is obligated to buy from the Seller, the Seller’s inventory
                of Products collected for Purchaser prior to the termination or expiration
                of this Agreement, provided such Products meet Seller’s warranties set
                forth in this Agreement, and such Products shall be purchased at
                the same
                price that Purchaser was paying Seller prior to the termination or
                expiration of the Agreement. The volumes of Product processed for
                Seller
                during the *** period prior to such termination or expiration date
                and the volume of Product deliverable upon the completion of processing
                of
                unprocessed Plasma collected by Seller prior to such termination
                or
                expiration date will constitute the Closing
                Inventory.

            


    

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

           

        

      

    

    
      	13.	
              Force
                Majeure

            


    

    
      	
            	a)	
              The
                performance of Purchaser and Seller hereunder is subject to all
                contingencies except those beyond the direct control of the non-performing
                Party, and neither Party shall be considered in default in the performance
                of its obligations hereunder (other than the obligation to make payment
                of
                money hereunder) or be liable in damages or otherwise for any failure
                or
                delay in performance which is due to: strikes, lockouts, concerted
                acts of
                workers or other industrial disturbances, fires, explosions, floods,
                or
                other natural catastrophes, civil disturbances, riots, or armed conflict,
                whether declared or undeclared, curtailment, shortage, or allocation,
                of
                normal sources of supply, including without limitation the manufacturing
                of Products by Sanquin, labor, materials, transportation, energy,
                or
                utilities, accidents, acts of God, sufferance of or voluntary compliance
                with acts of government or governmental regulation, whether or not
                valid,
                embargoes, quotas, seizures, restrictions, or actions of or rejections
                by
                inspectors or retentions of goods by customs authorities or any other
                similar, or dissimilar cause which is beyond the reasonable control
                of the
                non-performing party (“Force Majeure”). The Parties shall continue to
                perform this Agreement promptly following the cessation of the Force
                Majeure event.

            


    

    


    
      	
            	b)	
              In
                the event the establishment or product licenses under which the Plasma
                or
                Products are processed by Seller’s Plasma suppliers or Sanquin shall be
                revoked by the respective Government regulatory Authorities, this
                Agreement shall automatically terminate, without penalty to any Party
                and
                neither Party shall be further liable to the
                other.

            


    

    


    
      	
            	c)	
              In
                the event licenses of establishments, and/or Products, and/or Plasma,
                or
                either of them, under which the Products or Plasma are processed
                are
                suspended by the respective Government regulatory Authorities, the
                performance by both Parties under this Agreement shall be similarly
                suspended during the applicable appeal periods for Purchaser or Seller
                to
                contest such revocation or suspension. Any appeal of such suspension
                or
                revocation shall be at the option of the relevant Party. To the extent
                permitted by the respective Government regulatory Authorities, Purchaser
                may continue to utilize the Products from stocks in its possession
                or in
                transit.

            


    

    


    
      	14.	
              General
                Provisions

            


    

    
      	
            	a)	
              All
                costs, taxes, fees, and charges being accrued from this Agreement
                to a
                Party shall be covered by this Party itself.


            


    

    


    
      	
            	b)	
              This
                Agreement constitute the entire Agreement between the parties relating
                to
                the subject matter herein, and all prior proposals, discussions and
                writings by and between the parties and relating to the subject matter
                herein are superseded hereby, except for the Confidentiality Agreement
                previously entered into. None of the terms of this Agreement shall
                be
                deemed to be waived or amended by either Party unless such waiver
                or
                amendment is written and signed by the Parties, and recites specifically
                that it is a waiver of, or amendment to, the terms of this Agreement.
                

            


    

    


    
      	
            	d)	
              In
                the event any portion of this Agreement is declared void or invalid
                by a
                court or tribunal of competent jurisdiction, such provision shall
                be
                modified or severed from this Agreement, and the remaining provisions
                shall remain in effect, unless the effect of such severance would
                be to
                alter substantially this Agreement or the obligations of the parties,
                in
                which case this Agreement may be immediately terminated.
                

            


    

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

    

     

    
      	
            	e)	
              The
                relationship between Purchaser and Seller is, and during the term
                hereof
                shall be, that of buyer and seller. Seller is in no way the partner,
                legal
                representative or agent of Purchaser for any purpose whatsoever and
                has no
                right or authority to incur, assume, or create, in writing or otherwise,
                any warranty, liability or obligation of any kind, expressed or implied,
                in the name of, or on behalf of
                Purchaser.

            


    

     

    
      	
            	f)	
              All
                notices or other communications required or permitted to be given
                or made
                under this Agreement may be effected by personal delivery in writing,
                which shall then be deemed communicated the same day as the personal
                delivery thereof, or by registered or certified mail, postage prepaid,
                return receipt requested, which shall then be deemed communicated
                five (5)
                days from the mailing thereof. Notices shall be addressed to the
                parties
                at the address given at the top of this Agreement or at such address
                as
                the respective parties may hereafter designate to the other in
                writing.

            


    

     

    
      	
            	g)	
              This
                Agreement shall be governed by and construed in accordance with the
                substantive and procedural laws of the State of New York without
                giving
                effect to the principles of conflicts of law as applied in the State
                of
                New York.

            


    

    


    
      	
            	h)	
              This
                Agreement shall become effective only upon execution and acceptance
                by
                Purchaser and Seller. 

            


    

    


    
      	
            	i)	
              This
                Agreement may be executed simultaneously or in one or more counterparts,
                each of which shall be deemed an original, but all of which together
                shall
                constitute one and the same instrument.


            


    

    


    
      	
            	j)	
              The
                subject headings of the paragraphs and subparagraphs of this Agreement
                are
                included for the purposes of convenience only, and shall not affect
                the
                construction or interpretation of any of its
                provisions.

            


    

    


    
      	
            	k)	
              Except
                as otherwise set forth herein, this Agreement shall not be assignable
                by
                either Party hereto, either voluntarily or by operation of law or
                otherwise, without the prior written consent of the other Party.
                Any
                assignment without prior written consent is void. Notwithstanding
                the
                foregoing, Seller or Purchaser may assign or transfer this Agreement
                (i)
                to a successor entity, solely in the event of an acquisition,
                consolidation, asset sale or merger by or with another entity, upon
                ten
                (10) days prior written notice to Seller; or (ii) to an Affiliate
                of the
                Seller or Purchaser. 

            


    

    


    
      	
            	l)	
              This
                Agreement shall be binding upon and inure to the benefit of the parties
                hereto, their successors and assigns.


            


    

    


    
      	
            	m)	
              Nothing
                in this Agreement, whether expressed or implied, is intended to confer
                any
                right or remedies under or by reason of this Agreement of any persons
                other than the parties to it and their respective successors and
                assigns,
                nor is this Agreement intended to relieve or discharge the obligation
                or
                liability of any third persons to any party to this Agreement, nor
                shall
                any provision give any third persons any right of subrogation or
                action
                over or against any party to this Agreement.


            


    

    


    
      	
            	n)	
              Each
                Party represents and warrants that it has the right, legal capacity
                and
                authority to enter into this Agreement and that the execution of
                this
                Agreement has been duly authorized.

            


    

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
      date
      first set forth above.

    


    
      	
              Biotest
                AG,

            	 	
              Lev
                Pharmaceuticals, Inc.

            
	
              Dreireich,
                Germany

            	 	
              New
                York, NY USA

            
	 	 	 
	
              /s/
                Dr. M. Reinecke

            	 	
              /s/
                Judson A. Cooper

            
	
              ppa.
                Dr. M. Reinecke

            	 	
              By:
                Judson A. Cooper

            
	 	 	
              Title:
                Chairman and Executive Vice President

            
	 	 	 
	
              Biotest
                AG,

            	 	 
	
              Dreieich,
                Germany

            	 	 
	 	 	 
	
              /s/
                Dr. G. Floß

            	 	 
	
              ppa.
                Dr. G. Floß

            	 	 


    

    


    
      	
              List
                of Appendices

            
	
              Appendix 1:     Specification
                of Products

            
	
              Appendix 2:     Price
                and Payment Terms

            


    

    
      
        

          [*CONFIDENTIAL
            TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.
            EACH SUCH
            PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK
            [***], HAS
            BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

        

      

    


    Appendix
      1 of the Intermediate Supply Agreement

     

    Specification
      of Products

    


    ***

    


    Specification
      of ***:

    


    Yields
      and quality according to specifications regulated between SANQUIN and BIOTEST
      in
      the Quality Agreement. *** is stored at temperatures below minus 25°C at all
      times and shipped by temperatures below minus 25°C. Plasma complies with the
      European monography "Human Plasma for Fractionation".

    


    ***

    


    Specification
      of ***:

    


    Yields
      and quality according to specifications regulated between SANQUIN and BIOTEST
      in
      the Quality Agreement. Plasma complies with the European monography


    "Human
      Plasma for Fractionation".

    
      

        [*CONFIDENTIAL
          TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
          SUCH
          PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
          HAS
          BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

    


    Appendix
      2 of the Intermediate Supply Agreement

    


    Price
      and Payment Terms

    


    Price

    


    The
      price
      for the Products delivered from the Effective Date until December 31, 2010
      shall
      be *
      * *
      Euro per
      liter of Plasma processed by Sanquin for Lev. 

    


    The
      parties shall commence negotiations prior to October 31, 2010 in order to
      determine the purchase price for the Products for the subsequent two years
      during the term of this Agreement. It is hereby agreed that the purchase price
      per liter of processed Plasma for 2011 and 2012 will be in a range of
*
      * *
      Euro,
      plus or minus ***%. 

    


    All
      negotiations shall be undertaken in good faith by each Party with the purpose
      of
      and intent to agree to a fair and reasonable price reflective of the then
      current fair market price for Products. The Parties shall take into account
      in
      such negotiations the then current economic conditions and trends, within the
      human plasma industry and otherwise, market prices, cost indices and other
      applicable factors. The Parties agree that promptly upon the conclusion of
      the
      price review, they will document and execute an amendment to this Appendix
      2 in
      order to evidence the agreed upon Product Price for 2011 and 2012. 

    


    In
      the
      event that the costs incurred by the Seller in the collection, packaging,
      sampling, labeling, testing, processing or storage of plasma are increased
      to
      any extent above the cost in effect as of the date of this Agreement as a result
      of a modification by Purchaser of its specifications or pursuant to requirements
      of a Government Authority (or other regulatory body), then the purchase price
      per liter shall be increased to the extent properly allocable to the Products
      sold to Purchaser under this agreement, using generally accepted cost accounting
      principles. All prices are DDP (Incoterms 2000) warehouse Sanquin as determined
      by Sanquin.

     

    Payment

    


    Invoices
      must show the order number of BIOTEST's purchase order/s and shall be sent
      to
      "Zentraler Rechnungseingang" of BIOTEST (at the address set forth in the
      Agreement) in duplicate. 

    


    Payment
      is due 30 days from the date of invoice. All Payments shall be made in Euros
      in
      immediately available funds) wired into Seller’s designated bank
      account.

    


    Late
      Charges.
      If any
      undisputed amount due is not paid on or before the due date for any reason,
      LEV
      may accrue interest on such overdue amount at the lesser of the maximum amount
      allowed by law or eight percent (8%) per annum, from the date such undisputed
      amount
      was due
      until the date paid. 

    


    Payment
      Disputes.
      If
      BIOTEST in good faith believes that some portion of the amount invoiced was
      in
      error, BIOTEST will pay all undisputed amounts and will notify LEV in writing
      of
      its dispute within thirty (30) days of receipt of the invoice, specifying in
      reasonable detail, as defined herein, the nature of the dispute and the portion
      of the invoiced amount disputed. LEV will respond in
      writing to
      any
      notice of dispute within thirty (30) days, and within thirty
      (30) days of resolution between the Parties,
      BIOTEST
      will pay to LEV all amounts that were previously withheld and remain due per
      the
Parties’
      resolution.

     

    
      [*CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
        SUCH
        PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***],
        HAS
        BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

       

      
        
          
          

        

        
          13