Unassociated Document


    TERM
      NOTE

     

    
      	
              $20,000,000

            	 	
              November
                2, 2007

            


    

    


    LEV
      PHARMACEUTICALS, INC.,
      a
      Delaware corporation, and LEV
      DEVELOPMENT CORP.,
      a
      Delaware corporation (each a “Borrower”
and
      collectively, the “Borrowers”),
      hereby jointly and severally promise to pay to the order of Mast Credit
      Opportunities I Master Fund Limited (“Lender”),
      at
      the place and time provided fro in that certain Term Loan Agreement, dated
      as of
      November 2, 2007 as such agreement may be amended, modified, renewed or extended
      from time to time (“Credit
      Agreement”),
      by
      and among the Borrowers, the lenders from time to time party thereto (the
“Lenders”),
      and
      Mast Capital Management, LLC as administrative agent and collateral agent (the
      “Agent)
      or
      earlier as provided for in the Credit Agreement, the lesser of the principal
      sum
      of

     

    TWENTY
      MILLION AND 00/100 DOLLARS ($20,000,000.00)

     

    or
      the
      aggregate unpaid principal amount of all Term Loans to the Borrowers from the
      Lender pursuant to the terms of the Credit Agreement, in lawful money of the
      United States of America in immediately available funds, and to pay interest
      from the date thereof on the principal amount hereof from time to time
      outstanding, in like funds, at the place provided in the Credit Agreement,
      at a
      rate or rates per annum and, in each case, and payable on such dates as
      determined pursuant to the terms of the Credit Agreement. Capitalized terms
      used
      herein and not defined herein shall have the meanings ascribed to them in the
      Credit Agreement.

     

    The
      Borrowers jointly and severally promise to pay interest, on demand, on any
      overdue principal and fees and, to the extent permitted by law, overdue interest
      from their due dates at a rate or rates determined as set forth in the Credit
      Agreement.

     

    The
      Borrowers hereby waive diligence, presentment, demand, protest and notice of
      any
      kind whatsoever. The non-exercise by the holder of any of its rights hereunder
      in any particular instance shall not constitute a waiver thereof in that or
      any
      subsequent instance.

     

    This
      Term
      Note evidences the Term Loans made by the Lenders to the Borrowers under the
      Credit Agreement and is one of the Term Notes referred to in the Credit
      Agreement, which, among other things, contains provisions for the acceleration
      of the maturity hereof upon the happening of certain events, for optional and
      mandatory prepayment of the principal hereof prior to the maturity hereof and
      for the amendment or waiver of certain provisions of the Credit Agreement,
      all
      upon the terms and conditions therein specified. THIS TERM NOTE SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
      WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL
      FOR
      THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      each of
      the undersigned has executed this Term Note under seal as of the date first
      set
      forth above.

     

    


     

    LEV
      PHARMACEUTICALS, INC.

     

    By:
      /s/ Joshua D. Schein 

    Name:
      Joshua D. Schein 

    Title:
      Chief Executive Officer

     

    LEV
      DEVELOPMENT CORP.

     

    By:
      /s/ Joshua D. Schein 

    Name:
      Joshua D. Schein 

    Title:
      Chief Executive Officer