Exhibit 10.1

                          REGISTRATION RIGHTS AGREEMENT


         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered  into as of May 3, 2005,  by and among Lev  Pharmaceuticals,  Inc.  (the
"Company")  and  each  purchaser   signatory  hereto  (each  a  "Purchaser"  and
collectively, the "Purchasers").

         This  Agreement is made pursuant to the  Subscription  Agreement by and
between the Company and the Purchaser (the "Subscription Agreement"),  submitted
in  accordance  with and subject to the terms and  conditions  described  in the
Subscription  Agreement  and  the  Confidential  Information  Memorandum  of the
Company  dated as of April 1, 2005,  including  all  documents  incorporated  by
reference  therein and all  attachments,  schedules  and  exhibits  thereto (the
"PPM"),  relating  to  the  offering  (the  "Offering")  by  the  Company,  on a
reasonable efforts" basis of up to 150 units (each a "Unit," and,  collectively,
the  "Units"),  at a price of $50,000 per Unit for a total  aggregate  principal
amount of $7,500,000.

         The Company and the Purchaser hereby agree as follows:

         1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Purchase  Agreement  shall have the meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
shall have the following meanings:

         "Effectiveness Date" means, with respect to the Registration  Statement
required to be filed pursuant to Section 2(a) of this  Agreement,  no later than
one hundred fifty (150) calendar days from the Final Closing Date.

         "Effectiveness  Period"  shall  have the  meaning  set forth in Section
2(a).

         "Filing  Date"  means,  with  respect  to  the  Registration  Statement
required to be filed hereunder,  no later than sixty (60) calendar days from the
Final Closing Date hereof.

         "Final  Closing  Date" shall mean the final  closing of the offering of
Units offered pursuant to the PPM.

         "Holder" or "Holders" means the holder or holders,  as the case may be,
from time to time of Registrable Securities (including any permitted assignee).

         "Indemnified Party" shall have the meaning set forth in Section 5(c).

         "Indemnifying Party" shall have the meaning set forth in Section 5(c).

         "Losses" shall have the meaning set forth in Section 5(a).
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         "Proceeding" means an action, claim, suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Prospectus"   means  the  prospectus   included  in  the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

         "Registrable  Securities" means (i) the shares of Common Stock included
in the units (ii) the  shares of Common  Stock  issuable  upon  exercise  of the
Investor  Warrants  included in the Units,  and (iii) any shares of Common Stock
issued  or  issuable  upon any  stock  split,  dividend  or other  distribution,
recapitalization,  anti-dilution adjustment or similar event with respect to the
foregoing or in connection with any provisions in the Investor Warrants.

         "Registration  Statement" means the registration statements required to
be  filed  hereunder  (which,  at  the  Company's  option,  may  be an  existing
registration statement of the Company previously filed with the Commission,  but
not declared effective), including (in each case) the Prospectus, amendments and
supplements  to the  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference  in the  registration
statement.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
Rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 424" means Rule 424 promulgated by the Commission pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
Rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Securities Act" means the Securities Act of 1933, as amended.

         2. Registration.

         (a) Mandatory Registration.  No later than the Filing Date, the Company
shall prepare and file with the Commission the Registration  Statement  covering
the resale of all of the Registrable  Securities for an offering to be made on a
continuous  basis  pursuant to Rule 415.  The  Registration  Statement  required
hereunder  shall be on Form S-1, Form SB-2 or Form S-3 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-1,
Form  SB-2 or Form  S-3,  in which  case the  Registration  shall be on  another
appropriate form in accordance  herewith).  The Registration  Statement required
hereunder  shall contain the Plan of  Distribution,  attached  hereto as Annex A
(which  may be  modified  to  respond  to  comments,  if  any,  received  by the
Commission).  The  Company  shall  cause the  Registration  Statement  to become
effective  and remain  effective as provided  herein.  The Company shall use its
commercially  reasonable  efforts  to cause  the  Registration  Statement  to be
declared  effective  under the  Securities Act as promptly as possible after the
filing  thereof and shall use its  commercially  reasonable  efforts to keep the
Registration Statement continuously effective under the Securities Act until the
earlier date when all Registrable  Securities (a) have been sold pursuant to the
Registration Statement or an exemption from the registration requirements of the
Securities  Act,  or (b)  two  years  from  the  date  of  effectiveness  of the
Registration Statement (the "Effectiveness Period").

                                      -2-
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         (b) Filing Default Damages. If a Registration Statement is not filed on
or prior to the Filing Date, then the Company shall pay to each Holder, for each
thirty (30) day period (and pro-rata for any period less than 30 days),  of such
failure and until the date a Registration Statement is filed, an amount in cash,
as partial liquidated damages and not as a penalty, equal to one (1%) percent of
the gross proceeds received from the sale of the Units, until such deficiency is
cured.

         (c) Effectiveness  Default and Other Default Damages. If a Registration
Statement  is  not  declared  effective  by  the  Company  on or  prior  to  the
Effectiveness Date or a Registration Statement is declared effective by the SEC,
but for any reason or no reason,  the holders of the Registrable  Securities are
not permitted to resell their Registrable  Securities pursuant thereto,  for any
reason or no reason,  then the Company shall pay to the Holder,  for each thirty
(30) day  period  (and  pro-rata  for any  period  less than 30 days)  until the
Registration  Statement  is declared  effective,  or the holders of  Registrable
Securities may sell all of their Registrable Securities thereunder,  as the case
may be, an amount in cash, as partial  liquidated  damages and not as a penalty,
equal to one (1%) percent of the gross  proceeds  received  from the sale of the
Units, until such deficiency is cured.

         (d)  Piggyback  Registrations  Rights.  If,  at  any  time  during  the
Effectiveness Period, there is not an effective  Registration Statement covering
the Registrable  Securities  (other than the Registrable  Securities of a Holder
that failed to comply with its obligations  under Section 3(j) hereof),  and the
Company shall  determine to prepare and file with the  Commission a registration
statement  relating to an offering  for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form  S-8  (each as  promulgated  under  the  Securities  Act) or their  then
equivalents relating to equity securities to be issued solely in connection with
any  acquisition  of any entity or  business  or equity  securities  issuable in
connection with stock option or other employee  benefit plans,  then the Company
shall send to each Holder a written notice of such determination at least twenty
(20) days  prior to the  filing  of any such  registration  statement  and shall
include in such  registration  statement all Registrable  Securities;  provided,
however, that (i) if, at any time after giving written notice of is intention to
register any  securities  and prior to the  effective  date of the  registration
statement filed in connection with such registration, the Company determines for
any reason not to proceed with such  registration,  the Company will be relieved
of its obligation to register any Registrable Securities in connection with such
registration,  and  (ii) in case of a  determination  by the  Company  to  delay
registration  of its  securities,  the Company  will be  permitted  to delay the
registration  of  Registrable  Securities  for the same  period  as the delay in
registering such other securities.

      3. Registration Procedures. In connection with the Company's  registration
obligations hereunder, the Company shall:

                                      -3-
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         (a) Not less than five (5)  business  days  prior to the  filing of the
Registration  Statement or any related Prospectus or any amendment or supplement
thereto,  the Company  shall  furnish to the Holder a draft of the  Registration
Statement.

         (b) (i) Prepare and file with the Commission such amendments, including
post-effective amendments, to the Registration Statement and the Prospectus used
in connection  therewith as may be necessary to keep the Registration  Statement
continuously  effective  as to the  applicable  Registrable  Securities  for the
Effectiveness  Period;  (ii)  cause the  related  Prospectus  to be  amended  or
supplemented by any required  Prospectus  supplement,  and as so supplemented or
amended to be filed  pursuant  to Rule 424;  and (iii)  respond to any  comments
received from the Commission with respect to the  Registration  Statement or any
amendment thereto.

         (c) Notify the Holders of Registrable Securities to be sold as promptly
as reasonably possible: (i)(A) when a Prospectus or any Prospectus supplement or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) notify the Placement  Agent and at the request of the Holders of Registrable
Securities  when the  Commission  notifies the Company  whether  there will be a
"review" of the Registration  Statement and whenever the Commission  comments in
writing on the  Registration  Statement (the Company shall upon request  provide
true and complete  copies thereof and all written  responses  thereto to each of
the Holders,  subject,  if  appropriate,  to the  execution  of  confidentiality
agreements in form  acceptable  to the  Company);  and (C) Notify all Holders of
Registrable  Securities  with  respect  to  the  Registration  Statement  or any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
during the period of effectiveness of the Registration  Statement for amendments
or  supplements  to the  Registration  Statement or Prospectus or for additional
information;  (iii) of the issuance by the  Commission  or any other  federal or
state  governmental  authority of any stop order suspending the effectiveness of
the Registration  Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings  for that purpose;  (iv) of the receipt by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction,  or the  initiation or threatening of any Proceeding for such
purpose;  and (v) of the  occurrence  of any event or passage of time that makes
the financial  statements included in the Registration  Statement ineligible for
inclusion  therein  or any  statement  made  in the  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material  respect or that requires any revisions to the
Registration  Statement,  Prospectus or other  documents so that, in the case of
the  Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

         (d) Use its commercially  reasonable  efforts to avoid the issuance of,
or,  if  issued,   obtain  the  withdrawal  of  (i)  any  order  suspending  the
effectiveness  of the  Registration  Statement,  or (ii) any  suspension  of the
qualification  (or  exemption  from  qualification)  of any  of the  Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.

         (e) Prior to any resale of Registrable  Securities by a Holder, use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling  Holders  in  connection  with the  registration  or  qualification  (or
exemption from the registration or qualification) of such Registrable Securities
for the  resale  by the  Holder  under the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  reasonably  requests  in
writing,  to keep such  registration or qualification  (or exemption  therefrom)
effective  during the  Effectiveness  Period and to do any and all other acts or
things reasonably  necessary to enable the disposition in such  jurisdictions of
the Registrable  Securities  covered by the  Registration  Statement;  provided,
however,  that the  Company  shall not be required  to qualify  generally  to do
business  in any  jurisdiction  where it is not then so  qualified,  subject the
Company to any  material  tax in any such  jurisdiction  where it is not then so
subject  or  file  a  general   consent  to  service  of  process  in  any  such
jurisdiction.

                                      -4-
<PAGE>

         (f) Upon the occurrence of any event  contemplated by Section  3(c)(v),
as promptly as reasonably possible, prepare a supplement or amendment, including
a post-effective amendment, to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

         (g)  Use  its  commercially  reasonable  efforts  to  comply  with  all
applicable rules and regulations of the Commission  relating to the registration
of  the  Registrable  Securities  pursuant  to  the  Registration  Statement  or
otherwise.

         (h) The  Company  agrees  that the  Selling  Shareholder  Questionnaire
attached  hereto as Exhibit A, satisfies all of the  information  required to be
provided by each  Holder in  connection  with the  Registration  Statement.  The
Company shall not be required to include any Holder that does not complete, date
and execute a Selling Shareholder Questionnaire.

         (i) The Company shall either (a) cause all the  Registrable  Securities
covered by a Registration  Statement to be listed on each securities exchange on
which  securities  of the same class or series  issued by the  Company  are then
listed, if any, if the listing of such Registrable  Securities is then permitted
under the rules of such exchange, or (b) secure designation and quotation of all
the Registrable  Securities covered by the Registration  Statement on the Nasdaq
National  Market or the  Nasdaq  SmallCap  Market,  or,  (c) if the  Company  is
unsuccessful  in satisfying the preceding  clauses (a) or (b), the Company shall
secure  the  inclusion  for  quotation  on the  NASD  Bulletin  Board  for  such
Registrable Securities and, without limiting the generality of the foregoing, to
arrange  for at least  two (2)  market  makers  to  register  with the  National
Association of Securities  Dealers,  Inc.  ("NASD") as such with respect to such
Registrable Securities, or, (d) if the Company is unsuccessful in qualifying for
the NASD Bulletin Board, the Company shall secure inclusion for quotation on the
"Pink  Sheets." The Company shall pay all fees and expenses in  connection  with
satisfying its obligation under this Section 3(j).

         (j) The Company covenants that it shall file the reports required to be
filed by it under  the  Securities  Act and the  Exchange  Act and the rules and
regulations  adopted  by the  SEC  thereunder  so long as the  Holder  owns  any
Registrable  Securities,  but in no event  longer than two (2) years;  provided,
however,  the Company may delay any such filing but only pursuant to Rule 12b-25
under the  Exchange  Act,  and the Company  shall take such  further  reasonable
action as the Holder may  reasonably  request  (including,  without  limitation,
promptly obtaining any required legal opinions from Company counsel necessary to
effect the sale of Registrable  Securities under Rule 144 and paying the related
fees and expenses of such counsel), all to the extent required from time to time
to enable such Holder to sell Registrable  Securities without registration under
the Securities Act within the limitation of the exemptions  provided by (a) Rule
144 under the Securities  Act, as such Rule may be amended from time to time, or
(b) any similar rule or regulation  hereafter  adopted by the  Commission.  Such
reasonable  action  shall be taken by the Company for a period of no longer than
two (2) years,  provided,  however,  if the  Holders or  Registrable  Securities
cannot avail  themselves of Rule 144 the Company shall  continue to perform such
actions  all to the extent  required  from time to time to enable such Holder to
sell Registrable  Securities without registration under the Securities Act. Upon
the request of any Holder of Registrable Securities, the Company will deliver to
such  Holder a  written  statement  as to  whether  it has  complied  with  such
requirements.

                                      -5-
<PAGE>

      4. Registration   Expenses.   All  fees  and  expenses  incident  to   the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not any  Registrable  Securities are sold pursuant to
the Registration Statement, other than fees and expenses of counsel or any other
advisor  retained by the Holders and discounts and  commissions  with respect to
the sale of any  Registrable  Securities  by the Holders.  The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including,  without limitation,  fees and expenses
(A) with respect to filings required to be made with the Trading Market on which
the  Common  Stock  is then  listed  for  trading,  and (B) in  compliance  with
applicable  state  securities  or  Blue  Sky  laws),   (ii)  printing   expenses
(including,   without   limitation,   expenses  of  printing   certificates  for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  reasonably  requested  by the  holders  of a  majority  of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance,  if the Company so desires such
insurance,  and (vi) fees and  expenses  of all other  Persons  retained  by the
Company in connection with the consummation of the transactions  contemplated by
this Agreement.

      5. Indemnification

         (a) Indemnification by the Company. The Company shall,  notwithstanding
any termination of this Agreement,  indemnify and hold harmless the Holder,  the
officers,  directors,  agents and  employees of it, each Person who controls the
Holder  (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and the officers, directors, agents and employees of each such
controlling  Person, to the fullest extent permitted by applicable law, from and
against any and all losses,  claims,  damages,  liabilities,  costs  (including,
without  limitation,  reasonable  attorneys'  fees) and expenses  relating to an
Indemnified  Party's  actions  to  enforce  the  provisions  of this  Section 5)
(collectively,  "Losses"), as incurred, to the extent arising out of or relating
to any untrue or alleged  untrue  statement of a material fact  contained in the
Registration  Statement,  any  Prospectus  or any form of  prospectus  or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged  omission of a material  fact required
to be stated therein or necessary to make the statements therein (in the case of
any  Prospectus or form of prospectus  or  supplement  thereto,  in light of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the extent,  that (1) such untrue  statements or omissions are based
solely upon  information  regarding such Holder  furnished (or in the case of an
omission,  not  furnished)  in  writing  to the  Company by or on behalf of such
Holder expressly for use therein, or to the extent that such information relates
to such Holder or such Holder's  proposed  method of distribution of Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement  thereto (it being  understood that
the Holder has approved Annex A hereto for this purpose),  (2) in the case of an
occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by
such  Holder of an  outdated  or  defective  Prospectus  after the  Company  has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice  contemplated in Section 6(d),
or (3)  the  failure  of  the  Holder  to  deliver  a  prospectus  prior  to the
confirmation  of a sale.  The Company  shall notify the Holders  promptly of the
institution, threat or assertion of any Proceeding of which the Company is aware
in connection with the transactions contemplated by this Agreement.

         (b)  Indemnification  by Holder.  The Holder shall  indemnify  and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange  Act),  and the  directors,  officers,  agents or
employees  of such  controlling  Persons,  to the fullest  extent  permitted  by
applicable law, from and against all Losses, as incurred,  to the extent arising
out of or based upon:  (x) the  Holder's  failure to comply with the  prospectus
delivery  requirements of the Securities Act or (y) any untrue or alleged untrue
statement  of a material  fact  contained  in any  Registration  Statement,  any
Prospectus, or any form of prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein not misleading (i) to the extent,  but
only to the extent,  that such untrue  statement or omission is contained in any
information  so furnished  (or in the case of an  omission,  not  furnished)  in
writing by or on behalf of such Holder to the Company specifically for inclusion
in the Registration  Statement or such Prospectus or (ii) to the extent that (1)
such untrue statements or omissions are based solely upon information  regarding
such Holder furnished (or in the case of an omission,  not furnished) in writing
to the Company by or on behalf of such Holder  expressly for use therein,  or to
the  extent  that such  information  relates  to such  Holder  or such  Holder's
proposed method of distribution  of Registrable  Securities,  such Prospectus or
such form of Prospectus or in any amendment or supplement thereto, or (2) in the
case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v),
the use by such Holder of an outdated or defective  Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or defective
and prior to the  receipt by such Holder of the Advice  contemplated  in Section
6(b),  or (3) the  failure of the Holder to  deliver a  Prospectus  prior to the
confirmation  of a sale. In no event shall the  liability of any selling  Holder
hereunder  be  greater  in amount  than the  dollar  amount of the net  proceeds
received by the Holder from the offering in connection.

         (c) Conduct of Indemnification  Proceedings. If any Proceeding shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel  reasonably  satisfactory to the Indemnified Party and
the  payment  of all fees and  expenses  incurred  in  connection  with  defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve  the  Indemnifying  Party of its  obligations  or  liabilities
pursuant to this  Agreement,  except (and only) to the extent that such  failure
shall have materially prejudiced the Indemnifying Party.

                                      -7-
<PAGE>

         An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and the reasonable fees and expenses of one
separate counsel for all Indemnified Parties in any matters related on a factual
basis shall be at the expense of the Indemnifying Party). The Indemnifying Party
shall not be liable for any settlement of any such Proceeding  affected  without
its written  consent,  which  consent  shall not be  unreasonably  withheld.  No
Indemnifying  Party shall,  without the prior written consent of the Indemnified
Party,  effect any settlement of any pending  Proceeding in respect of which any
Indemnified Party is a party,  unless such settlement  includes an unconditional
release of such  Indemnified  Party from all  liability  on claims  that are the
subject matter of such Proceeding.

         All reasonable  fees and expenses of the Indemnified  Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten  (10)  Trading  Days of  written  notice  thereof  to the
Indemnifying  Party;  provided,   that  the  Indemnified  Party  shall  promptly
reimburse  the  Indemnifying  Party for that  portion of such fees and  expenses
applicable to such actions for which such  Indemnified  Party is not entitled to
indemnification  hereunder,  determined  based upon the  relative  faults of the
parties.

         (d) Contribution.  If a claim for indemnification under Section 5(a) or
Section 5(b) is unavailable to an Indemnified  Party (by reason of public policy
or  otherwise),  then each  Indemnifying  Party,  in lieu of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

                                      -8-
<PAGE>

      6. Miscellaneous.

         (a)  Compliance.  The Holder  covenants  and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
Registration Statement.

         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence,  may not be amended,  modified or supplemented,
and waivers or  consents to  departures  from the  provisions  hereof may not be
given,  unless the same shall be in writing  and signed by the  Company  and the
Holders of no less than 66.66% of the then outstanding Registrable Securities.

         (c) Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earliest of (i) the Trading Day following the
date of mailing, if sent by nationally  recognized overnight courier service, or
(ii) upon  actual  receipt by the party to whom such  notice is  required  to be
given.  The address for such notices and  communications  shall be delivered and
addressed as set forth in the Purchase Agreement.

         (d) Successors and Assigns.  This Agreement  shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties and shall inure to the benefit of the Holder.

         (e) Execution and  Counterparts.  This 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 taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

         (f) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to the
conflicts of laws  principles  thereof.  The parties  hereto hereby  irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or under this  Agreement,  shall be brought  solely in a federal or state  court
located in the City, County and State of New York. By its execution hereof,  the
parties hereby covenant and irrevocably  submit to the in personam  jurisdiction
of the federal  and state  courts  located in the City,  County and State of New
York and agree  that any  process in any such  action may be served  upon any of
them  personally,  or by certified  mail or  registered  mail upon them or their
agent,  return  receipt  requested,  with the same full  force and  effect as if
personally served upon them in New York City. The parties hereto waive any claim
that  any such  jurisdiction  is not a  convenient  forum  for any such  suit or
proceeding  and any defense or lack of in  personam  jurisdiction  with  respect
thereto.  In the event of any such action or  proceeding,  the party  prevailing
therein  shall be  entitled  to  payment  from the  other  party  hereto  of its
reasonable counsel fees and disbursements.

         (g) Severability.  If any term,  provision,  covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  commercially  reasonable  efforts to find and employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated  by such term,  provision,  covenant or  restriction.  It is hereby
stipulated  and declared to be the intention of the parties that they would have
executed the remaining terms,  provisions,  covenants and  restrictions  without
including any of such that may be hereafter declared invalid,  illegal,  void or
unenforceable.

                                      -9-
<PAGE>

         (h) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.



                  [Remainder of page intentionally left blank]


                                      -10-
<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.

                                              LEV PHARMACEUTICALS, INC


                                              By:
                                                 ------------------------------
                                                 Name:
                                                 Title:


              See Omnibus Signature Page for Purchasers' Signatures

                                      -11-
<PAGE>

                                     ANNEX A

                              Plan of Distribution


         The  Selling  Stockholders  and any of their  pledgees,  assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common Stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

         o   ordinary brokerage transactions and transactions in which the
             broker/dealer solicits purchasers;

         o   block trades in which the  broker/dealer  will attempt to sell the
             shares as agent but may  position  and resell a portion of the
             block as principal to facilitate the transaction;

         o   purchases by a broker/dealer as principal and resale by the
             broker/dealer for its account;

         o   an exchange distribution in accordance with the Rules of the
             applicable exchange;

         o   privately negotiated transactions;

         o   settlement of short sales;

         o   broker/dealers  may agree with the Selling Stockholders to sell a
             specified  number of such shares at a stipulated price per share;

         o   a combination of any such methods of sale; and

         o   any other method permitted pursuant to applicable law.



         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         Broker/dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers/dealers  to  participate  in sales.  Broker/dealers  may  receive
commissions  from the Selling  Stockholders  (or, if any  broker/dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The Selling  Stockholders do not expect these commissions to exceed
what is customary in the types of transactions involved.

         The  Selling  Stockholders  may  from  time to time  pledge  or grant a
security  interest  in some or all of the shares of common  stock  owned by them
and,  if they  default in the  performance  of their  secured  obligations,  the
pledgees or secured  parties may offer and sell the shares of common  stock from
time to time under this  prospectus,  or under an amendment  to this  prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
amending the list of Selling Stockholders to include the pledgee,  transferee or
other successors in interest as Selling Stockholders under this prospectus.

<PAGE>

         The  Selling  Stockholders  and any  broker/dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker/dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions under the Securities Act. The Selling Stockholders have informed the
Company  that it does not have  any  agreement  or  understanding,  directly  or
indirectly, with any person to distribute the Common Stock.

         The Company is required  to pay all fees and  expenses  incident to the
registration  of the shares.  The Company  has agreed to  indemnify  the Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.

<PAGE>

                                    EXHIBIT A

                        Selling Shareholder Questionnaire