EXECUTION
                COPY

            


    

     

     

    SECOND
      AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

    


    This
      Employment Agreement (the "Agreement"), is entered into as of December 20,
      2007
      (the "Effective Date"), between LEV PHARMACEUTICALS, INC., a Delaware
      corporation (with its successors and assigns, referred to as the "Company"),
      and
      Judson Cooper (referred to as "Cooper"). 

    


    WHEREAS,
      the Company and Cooper are party to an Employment Agreement dated as of November
      1, 2004, as amended and restated on January 17, 2007 (the "Original Employment
      Agreement");

    


    WHEREAS,
      the Company and Cooper mutually desire to further amend and restate the terms
      of
      such Original Employment Agreement upon the terms and conditions set forth
      herein. 

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and of the mutual
      agreements and covenants hereinafter set forth, the parties hereto agree to
      the
      terms and conditions of this Agreement as follows: 

    


    1.
      Employment
      for Term.
      The
      Company hereby continues to employ Cooper and Cooper hereby accepts such
      continued employment with the Company for the period beginning on the Effective
      Date and ending December 31, 2012, or upon the earlier termination of the Term
      pursuant to Section 6 (the "Initial Term"). This Agreement shall be
      automatically renewed for additional one-year periods (the "Renewal Terms;"
      together with the Initial Term, the "Term") unless either party notifies the
      other in writing of its intention not to so renew this Agreement no less than
      90
      days prior to the expiration of the Initial Term or a Renewal Term. The
      termination of Cooper's employment under this Agreement shall end the Term
      but
      shall not terminate Cooper's or the Company's other obligations that are
      intended to survive the termination of this Agreement (including without
      limitation, the payments under Section 7 and 8 and Cooper’s obligations under
      Section 9). 

    


    2.
      Position
      and Duties.
      During
      the Term, Cooper shall serve as Chairman of the Board and Executive Vice
      President of the Company, perform such duties as are consistent with his
      position and report to the Board of Directors of the Company. During the Term,
      Cooper shall also hold such additional positions and titles as the Board of
      Directors of the Company (the "Board") may determine from time to time. During
      the Term, Cooper shall devote as much time as is necessary to satisfactorily
      perform his duties as an employee and officer of the Company. The Company shall
      nominate Cooper, and use its best efforts to have Cooper elected, to the Board
      of Directors of the Company (the "Board") throughout the Term of this Agreement
      and shall include him in the management slate for election as a director at
      every stockholders meeting during the Term at which his term as a director
      would
      otherwise expire. Cooper agrees to accept election, and to serve during the
      Term, as director of the Company.

    


    3.
      Compensation.
      

    


    (a)
       Base
      Salary.
      The
      Company shall continue to pay Cooper a base salary of $425,000 per annum (as
      it
      may be increased (but not decreased) from time to time including, without
      limitation, by virtue of this Section 3(a), the "Base Salary"), provided
      that
      such
      Base Salary shall increase to $500,000 effective upon the date on which FDA
      approval of the drug Cinryze
      is
      obtained (the "FDA Approval Date"). The Base Salary shall be payable at least
      monthly on the Company's regular pay cycle for professional employees.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Annual
      Increases.
      The
      Base Salary shall be increased at the end of each year of service (commencing
      at
      the end of 2007) by the greater of (i) 4% or (ii) a percentage equal to the
      increase, if any, in the United States Department of Labor Consumer Price Index
      (or comparable index, if available) for the New York metropolitan area over
      the
      previous 12 months. 

    


    (c) Equity.
      

    


    
      	 	
              (i)

            	
              On
                the Effective Date, the Company shall grant to Cooper 2,000,000 shares
                of
                restricted common stock of the Company (the "New Restricted Stock").
                The
                vesting schedule applicable to the New Restricted Stock is as follows:
                50%
                of the New Restricted Stock shall vest and the restrictions thereon
                shall
                lapse on the FDA Approval Date and thereafter 25% of the New Restricted
                Stock shall vest and the restrictions thereon shall lapse on each
                of the
                first and second anniversaries of the FDA Approval Date subject to
                Cooper’s continued employment on the applicable vesting dates, except as
                provided below in Section 7. The New Restricted Stock shall be evidenced
                by a restricted stock award agreement that incorporates the terms
                herein,
                including, but not limited to, granting Cooper the election to have
                the
                Company withhold that number of shares sufficient to satisfy the
                minimum
                tax withholding obligations from the shares at the time of vesting
                to
                satisfy such tax withholding obligation. In the event of a Change
                in
                Control (as defined below), the unvested shares of New Restricted
                Stock
                shall be assumed by the acquiring company and converted into restricted
                stock of the acquiring company (or parent company) in a manner designed
                to
                preserve the economic value of the New Restricted Stock immediately
                prior
                to the Change in Control and in a manner consistent with the treatment
                of
                other stockholders; provided that if the consideration received in
                the
                Change in Control is in the form of cash, the acquiring company (or
                the
                acquirer’s parent company) may either assume such unvested shares of New
                Restricted Stock as provided above or may pay Cooper an amount in
                cash on
                each applicable vesting date for such shares as if the New Restricted
                Stock was assumed as provided above based upon the fair market value
                of
                the acquiring company’s (or its parent’s) capital stock on each of the
                applicable vesting dates. For the purposes hereof, “fair market value”
                shall be either (A) the average of the high and low or closing bid
                and
                asked prices of the acquiring company’s (or its parent’s) capital stock on
                each vesting date if such stock is listed for trading on a national
                securities exchange, the NASDAQ Stock Market or is traded on the
                over-the-counter bulletin board or (B) if the acquiring company’s (or its
                parent’s) capital stock is not publicly traded, then as determined by an
                independent valuation company mutually acceptable to Cooper and the
                acquirer. The award agreement shall contain such other customary
                terms
                that are consistent with the terms of the Company's 2004 Omnibus
                Incentive
                Compensation Plan (the “Plan”). 

            


    

    


    
      
        
        

      

      
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      	 	(ii)	Cooper has previously been granted a fully vested
              option
              to purchase 1,427,450 shares at a per share exercise price of $.30
              under
              the Plan and such option will remain outstanding through November 1,
              2014
              in accordance with the applicable option agreement (the “2004 Options”).
              


      	 	 	 


      	 	
              (iii)

            	
              Pursuant
                to the Plan, Cooper was granted a nonqualified stock option to purchase
                1,600,000 shares of the Company's Common Stock at a per share exercise
                price of $1.60 on January 17, 2007 (the "Jan 2007 Options"). The
                Jan 2007
                Options will remain outstanding in accordance with the applicable
                option
                agreement and the applicable provisions of the Amended and Restated
                Employment Agreement with Cooper dated January 17, 2007 which are
                incorporated herein. 

            


    

    


    
      	 	
              (iv)

            	
              The
                Company covenants to maintain a Form S-8 Registration Statement on
                file
                with the SEC with respect to the equity awards made to
                Cooper.

            


    

    


    (d) Bonus.
      Cooper
      shall be eligible to receive an annual cash bonus, the amount of which to be
      determined in the discretion of the Compensation Committee based upon its
      assessment of Cooper’s and the Company’s performance. Commencing in the fiscal
      year in which the FDA Approval Date occurs, Cooper’s bonus opportunity shall be
      in a target range between 75% and 200% of Base Salary, 75% being the bonus
      amount if the performance objectives are met by Cooper as determined by the
      Compensation Committee in its reasonable discretion and the bonus amount shall
      increase to the extent that the Compensation Committee may determine in its
      discretion that Cooper exceeded such objectives and engaged in outstanding
      performance. Cooper is entitled to such bonus so long as he remains in the
      employ of the Company through the end
      of
      the applicable fiscal year, except as provided below. Any such bonus for a
      particular fiscal year will be paid no later than the following March
      15.
      

    


    (e) Other
      and Additional Compensation.
      The
      preceding sections establish the minimum compensation during the Term and shall
      not preclude the Compensation Committee from awarding Cooper a higher salary
      or
      any bonuses or stock options, restricted stock or other forms of equity awards
      in the discretion of the Committee during the Term at any time. The Company
      shall pay Cooper a monthly car allowance of $1,000. 

    


    4.
      Employee
      Benefits.
      During
      the Term, Cooper shall be entitled to participate at the same level as other
      senior executive officers of the Company in any group insurance,
      hospitalization, medical, health and accident, disability, fringe benefit and
      tax-qualified retirement plans or programs of the Company now existing or
      hereafter established to the extent that he is eligible under the general
      provisions thereof. For the term of this Agreement, Cooper shall be entitled
      to
      paid vacation at the rate of (4) weeks per annum.

    


    
      
        
        

      

      
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    5.
      Expenses.
      The
      Company shall reimburse Cooper for actual out-of-pocket expenses incurred by
      him
      in the performance of his services for the Company upon the receipt of
      appropriate documentation of such expenses. 

    


    6.
      Termination.
      

    


    (a)
      General.
      The
      Term shall end immediately upon Cooper's death. Cooper’s employment may also be
      terminated by the Company with or without Cause or as a result of Cooper’s
      Disability, as defined in Section 7 or by Cooper with or without Good Reason
      (as
      such terms are defined below). 

    


    (b)
      Notice
      of Termination.
      Either
      party shall give written notice of termination to the other party, which shall
      include a statement as to the reason for the termination. 

    


    7.
      Severance
      Benefits. 

    


    (a)
      Cause
      Defined.
      "Cause"
      means (i) willful malfeasance or willful misconduct by Cooper in connection
      with
      his employment; (ii) Cooper's gross negligence in performing any of his duties
      under this Agreement; (iii) Cooper's conviction of, or entry of a plea of guilty
      to, or entry of a plea of nolo contendre with respect to, any crime other than
      a
      traffic violation or infraction which is a misdemeanor; (iv) Cooper's material
      breach of any written policy applicable to all employees adopted by the Company
      which is not cured to the reasonable satisfaction of the Company within thirty
      (30) business days after notice thereof; or (v) material breach by Cooper of
      any
      of his obligations in this Agreement which is not cured to the reasonable
      satisfaction of the Company within thirty (30) business days after notice
      thereof. 

    


      (b)
      Disability
      Defined.
      "Disability" shall mean (i) Cooper's incapacity due to physical or mental
      illness that results in his being substantially unable to perform his duties
      hereunder for six consecutive months (or for six months out of any nine month
      period) or (ii) a qualified independent physician mutually acceptable to the
      Company and Cooper determines that Cooper is mentally or physically disabled
      so
      as to be unable to regularly perform the duties of his position and such
      condition is expected to be of a permanent duration. During a period of
      Disability while he remains an employee of the Company, Cooper shall continue
      to
      receive his Base Salary hereunder, provided that if the Company provides Cooper
      with disability insurance coverage, payments of Cooper's Base Salary shall
      be
      reduced by the amount of any disability insurance payments received by Cooper
      due to such coverage. The Company shall give Cooper written notice of
      termination which shall take effect sixty (60) days after the date it is sent
      to
      Cooper unless Cooper shall have returned to the performance of his duties
      hereunder during such sixty (60) day period (whereupon such notice shall become
      void). In the event that the Company terminates Cooper’s employment as a result
      of his Disability, Cooper shall be entitled to the same benefits as if his
      employment had been terminated by the Company without Cause.

    


    (c)
      Good
      Reason Defined.
      If the
      Company (i) reassigns Cooper's base of operations outside of New York City,
      (ii)
      materially reduces Cooper's duties, responsibilities, positions or titles,
      authority, powers, functions or reporting relationship during the Term,
      including, without limitation, replacing Cooper as Chairman, (iii) materially
      breaches this Agreement or (iv) provides notice of nonrenewal of the Agreement
      pursuant to Section 1 of this Agreement (each such event being "Good Reason")
      then, at his option, Cooper may treat such event as a termination of the Term
      without Cause by the Company unless the Company has cured the event (if
      susceptible to cure) within 30 business days of receipt of written notice from
      Cooper. For the sake of clarity, in the event of a Change in Control and the
      Company becomes a subsidiary of another entity, whether publicly or privately
      held, Cooper’s duties, responsibilities, power and authority will be deemed to
      have been materially reduced even if he remains Chairman of the Company
      following the Change in Control unless Cooper holds a position with the parent
      company of authority equivalent to that held pursuant to this
      Agreement.

    


    
      
        
        

      

      
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    (d)
      Accrued
      Compensation Defined.
      Accrued
      Compensation shall mean an amount which shall include all amounts earned or
      accrued by Cooper through the date of termination of this Agreement but not
      paid
      as of such date, including (i) Base Salary, (ii) reimbursement for business
      expenses incurred by the Cooper on behalf of the Company, pursuant to the
      Company’s expense reimbursement policy in effect at such time, (iii) expense
      allowance, (iv) vacation pay per Company policy, and (v) bonuses and incentive
      compensation earned and awarded prior to the date of termination. Accrued
      Compensation shall be paid on the first regular pay date after the date of
      termination (or earlier, if required by applicable law).

    


    (e)
      Termination.
      (i)
      Cause; Without Good Reason. If the Company ends the Term for Cause, or if Cooper
      resigns as an employee of the Company for reasons other than an event of Good
      Reason, then the Company shall pay to Cooper the Accrued Compensation but shall
      have no obligation to pay Cooper any amount, whether for salary, benefits,
      bonuses, the New Restricted Stock, or other compensation or expense
      reimbursements of any kind, accruing or vesting after the end of the Term,
      and
      such rights shall, except as otherwise required by law or pursuant to the
      applicable award agreement or plan (including, without limitation, the document
      evidencing the 2004 Options), be forfeited immediately upon the end of the
      Term.
      For the sake of clarity, the Jan 2007 Options, and the 2004 Options, to the
      extent vested on the date of resignation without Good Reason will remain
      outstanding through the expiration of the original ten year term.

    


    (ii)
      Without Cause; Good Reason; Death. In the event that the Company terminates
      Cooper’s employment hereunder without Cause, Cooper terminates his employment
      with Good Reason or his employment terminates as a result of his death, he
      shall
      be entitled to the Accrued Compensation and, subject to Section 21 below, the
      following payments and benefits:

     

    (A)
      a
      lump sum payment equal to the greater of (x) or (y): 

    


    (x)
      (1)
      two times his Base Salary in effect at the date of termination plus (2) two
      times the greater of (the "Applicable Bonus") the bonus paid for the fiscal
      year
      prior to the date of termination or 100% of his Base Salary in effect at the
      date of termination plus (3) a pro rated bonus for the year of termination
      based
      upon the Applicable Bonus; or

    


    
      
        
        

      

      
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    (y)
      (1)
      Base Salary as if Cooper remained in the employ of the Company through December
      31, 2012 plus (2) bonus payments as if he remained in the employ of the Company
      through December 31, 2012 based upon the Applicable Bonus. 

    


    Notwithstanding
      the foregoing, in the event of the termination of Cooper’s employment as a
      result of his death, the lump sum payment pursuant to this Section 7(e)(ii)(A)
      shall be the amount provided in (x) above.

    


    The
      lump
      sum payment contemplated by this Section 7(e)(ii)(A) shall be made to the
      Executive six months after the date of termination in accordance with the
      requirements of Section 409A of the Internal Revenue Code of 1986, as
      amended (“Section 409A”)
      (except to the extent any future guidance issued by the Internal Revenue Service
      under Section 409A does not subject such payment to Section 409A or
      permits such earlier payment without additional tax or penalty).

    


    (B)
      continued participation in the health and welfare plans (or comparable plans)
      provided by the Company to Cooper at the time of termination for a period equal
      to the greater of two years from the date of termination and December 31, 2012
      or, if earlier until he is eligible for comparable coverage with a subsequent
      employer the “Extended Benefit Period”); provided
      that Cooper shall (except to the extent any future guidance issued by the
      Internal Revenue Service under Section 409A does not subject the payment of
      such premiums by the Company to Section 409A) pay the amount of the
      applicable premiums for the first six months of the Extended Benefit Period
      in
      accordance with the requirements of Section 409A, which amount will be
      reimbursed to him in a lump sum at the end of such six-month period.
      Cooper
      shall give the Company prompt notice of his eligibility of comparable
      coverage.

    


    (C)
      the
      Jan 2007 Options shall be deemed fully vested on the date of termination and
      any
      restrictions thereon shall lapse and the Jan 2007 Options shall remain
      outstanding through the expiration of the original ten year term. 

    


    (D)
      subject to the provisions of Section 3(c)(i), the New Restricted Stock shall
      remain outstanding and continue to vest through the applicable vesting
      dates.

    


    (E)
      Release.
      In the
      event that Cooper’s employment is terminated by the Company without Cause or by
      Cooper for Good Reason and in consideration of the payments described above
      and
      the Restrictive Covenants (as defined below) and the mutual releases, the
      Company and Cooper will enter into an agreement that contains a mutual release
      of claims in a form reasonably satisfactory to the parties.

    


    8.
      Change
      in Control Payment.
      The
      provisions of this paragraph 8 set forth the terms of an agreement reached
      between Cooper and the Company regarding Cooper's rights and obligations upon
      the occurrence of a "Change in Control" (as hereinafter defined) of the Company
      during the Term. These provisions are intended to assure and encourage in
      advance Cooper's continued attention and dedication to his assigned duties
      and
      his objectivity during the pendency and after the occurrence of any such Change
      in Control. The following provisions shall apply in the event of a Change in
      Control, in addition to any payment or benefit that may be required pursuant
      to
      Section 7.

    


    
      
        
        

      

      
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    (a) Equity.
      Upon
      the
      occurrence of a Change in Control, all stock options (including, without
      limitation, the Jan 2007 Options) and other stock-based grants (other than
      the
      New Restricted Stock) to Cooper by the Company or that may be granted in the
      future shall, irrespective of any provisions of his award agreements,
      immediately and irrevocably vest and become exercisable. 

    


    (b)
      Termination
      Payments.
      If
      Cooper’s employment terminates for any reason following a Change in Control
      (other than by the Company for Cause or by Cooper without Good Reason), he
      shall
      be entitled to the payments described in Section 7(e)(ii) except that (i) the
      Base Salary component of the payment shall be the greater of the Base Salary
      in
      effect at the time of termination or $500,000 and (ii) the reference to 100%
      of
      Cooper's Base Salary in the definition of the Applicable Bonus contained in
      Section 7(e)(ii)(A)(x)(1) shall be deemed 200%. In the event that a Change
      in
      Control occurs within eighteen months following Cooper’s termination of
      employment by the Company without Cause or by him for Good Reason and the
      transaction that constituted such Change in Control was the subject of
      substantive discussions at the time of such termination of employment as
      evidenced by the Company and such potential acquirer having engaged in
      communications (whether in person, via telephone or e-mail) or the execution
      of
      a non-disclosure agreement with the intent to commence discussions for a
      potential acquisition of the Company, then Cooper shall be entitled to receive
      such additional payments described in this Section 8 (including the Transaction
      Fee described below in Section 8(d)) as if his termination occurred on or
      following a Change in Control. 

    


    (c) Rabbi
      Trust.
      Within
      ten (10) days after the occurrence of the Change in Control, the Company shall
      place immediately negotiable funds into a “rabbi” trust in an amount equal to
      the payments that may be due (or will be due) to Cooper as a result of the
      Change in Control, including such additional amount as equals the "Gross Up
      Payment" (as hereinafter defined) thereon but excluding the Transaction Fee
      described below (which shall be paid to Cooper on the date of the Change in
      Control). Such trust shall be maintained pursuant to a standard rabbi trust
      arrangement among the Company, Cooper and an independent trustee providing
      for
      the timely payment to Cooper of the amounts held in such trust in the event
      Cooper becomes entitled thereto under the applicable provisions of this
      Agreement (the "Trust Arrangement"). The Trust Arrangement shall be maintained
      until the earlier of (A) the payment to Cooper of all sums held in the trust
      or
      (B) six years after the end of the fiscal year in which the Change in Control
      occurred. This provision will be null and void if the establishment or
      maintenance of such a trust would result in the imposition of a tax or penalty
      under Section 409A.

    


    (d) Transaction
      Fee.
      Cooper
      shall be entitled to a cash payment equal to 1.5% of the Enterprise Value (as
      defined below) of the Company in a Change in Control so long as the Enterprise
      Value exceeds $400 million. The “Enterprise Value” in
      the case of a Change in Control in which consideration is payable to the Company
      in respect of its assets or business, shall mean the total cash and non-cash
      (including, without limitation, the assumption of debt) consideration received
      by the Company or in the case of a Change in Control in which consideration
      is
      payable to the Company’s stockholders, the total cash and non-cash (including,
      without limitation, the assumption of debt) consideration payable to the
      Company’s stockholders. “Enterprise Value” shall also include, if applicable,
      any cash or non-cash consideration payable to the Company or to the Company’s
      stockholders on a contingent, earnout or deferred basis. To the extent that
      any
      consideration in a transaction is not received in cash upon the consummation
      of
      the Change in Control, the value of such non-cash consideration for purposes
      of
      calculating the Enterprise Value will be determined by the Board of Directors
      of
      the Company prior to the Change in Control in good faith. In the event that
      less
      than 100% of the stock or assets of the Company is purchased in the Change
      in
      Control transaction, the Enterprise Value shall be extrapolated from the
      percentage of the Company’s capital stock or assets impacted in such Change in
      Control transaction to determine if the $400 million threshold was exceeded,
      but
      the Transaction Fee shall be calculated based on the actual consideration
      received by the Company or shareholders, as the case may be. This Section 8(d),
      however, shall not apply to any event resulting in a Change in Control in which
      neither the Company nor its stockholders receives consideration either upon,
      or
      in connection with, the occurrence or consummation of the event resulting in
      a
      Change in Control.

     

    
      
        
        

      

      
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    (e)
      Gross
      Up Payment.
      

    


    (1)
      Excess
      Parachute Payment.
      In the
      event it shall be determined that any payment or distribution or benefit
      received or to be received by Cooper pursuant to the terms of this Agreement
      or
      any other payment or distribution or benefit made or provided by the Company
      or
      any of its affiliates, to or for the benefit of Cooper (a "Payment") would
      be
      subject to the excise tax imposed by Section 4999 of the United States Internal
      Revenue Code (the "Code"), or any interest or penalties are incurred by Cooper
      with respect to such excise tax (such excise tax, together with any such
      interest and penalties, is hereinafter collectively referred to as the "Excise
      Tax"), then Cooper shall be entitled to receive an additional payment (a
      "Gross-Up Payment") in an amount such that after payment by Cooper of all taxes
      (including any interest or penalties imposed with respect to such taxes),
      including, without limitation, any income and employment taxes (and any interest
      and penalties imposed with respect thereto) and Excise Tax imposed upon the
      Gross-Up Payment, Cooper retains an amount of the Gross-Up Payment equal to
      the
      sum of (x) the Excise Tax imposed upon the Payments and (y) the product of
      any
      deductions actually disallowed under Section 68 of the Code solely as a direct
      result of the inclusion of the Gross-Up Payment in the Executive's adjusted
      gross income and the highest applicable marginal rate of federal income taxation
      for the calendar year in which the Gross-Up Payment is to be made. 

    


    In
      the
      event the Company’s payment of the Gross-Up Payment would cause the payment cap
      described in Section 8(g) below (the “Cap”) to be exceeded, then Cooper shall be
      deemed to have automatically waived his right to receive the Gross-Up Payment
      to
      the extent by which the Gross-Up Payment exceeds the Cap. In such an event,
      Cooper shall remain directly liable for payment of the amount by which the
      Excise Tax exceeds the Cap and the Company shall have no liability for such
      payment. In the event that the aggregate amount of the Company’s payments (or
      payment obligations) pursuant to Sections 8(b) through 8(d) would be in excess
      of the Cap, then this Section 8(e) shall automatically be deemed cancelled
      and
      the Company shall have no liability for the Gross-Up Payment. In the event
      that
      the Company’s obligation to pay the Gross-Up Payment is limited or cancelled in
      its entirety, the Company and Cooper shall cooperate with each other in good
      faith in connection with the determination as to whether an Excise Tax is due
      and the amount of such Excise Tax.

    


    
      
        
        

      

      
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    (2)
      Applicable
      Rates.
      For
      purposes of determining the amount of the Gross Up Payment, Cooper will be
      deemed to pay federal income taxes at the highest marginal rate of federal
      income taxation in the calendar year in which the Gross Up Payment is to be
      made
      and state and local income taxes at the highest marginal rates of taxation
      in
      the state and locality where taxes thereon are lawfully due, net of the maximum
      reduction (if any) in federal income taxes that could be obtained from deduction
      of deductible state and local taxes. 

    


    (3)
      Determination
      of Gross Up Payment Amount.
      The
      determination of whether the Excise Tax is payable and the amount thereof will
      be based upon the opinion of tax counsel selected by Cooper and reasonably
      approved by the Company, which approval will not be unreasonably withheld or
      delayed whether or not the Company is required to make the Gross-Up Payment.
      If
      such opinion is not finally accepted by the Internal Revenue Service (or state
      and local taxing authorities), then appropriate adjustments to the Excise Tax
      will be computed and additional Gross Up Payments will be made in the manner
      provided by this subparagraph (e). 

    


    (4)
      Payment.
      Subject
      to the applicability of the Cap, the Company will pay the estimated amount
      of
      the Gross-Up Payment in cash to Cooper at the time specified in this Agreement.
      Cooper and the Company agree to reasonably cooperate in good faith in the
      determination of the actual amount of the Gross Up Payment. Further, Cooper
      and
      the Company agree to make such adjustments to the estimated amount of the Gross
      Up Payment as may be necessary to equal the actual amount of the Gross Up
      Payment, which in the case of the Company will refer to refunds of prior
      overpayments by the Company and in the case of Cooper will refer to additional
      payments to Cooper to make up for prior underpayments. 

     

    (f)
       Definitions.
      For
      purposes of this paragraph 8, the following terms shall have the following
      meanings: 

    


    "Change
      in Control" shall mean any of the following: 

    


    (1)
      the
      acquisition by any individual, entity, or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Exchange Act) (the "Acquiring Person"), other than
      the Company, or any of its Subsidiaries or any Excluded Group (as defined
      herein), of beneficial ownership (within the meaning of Rule 13d-3- promulgated
      under the Exchange Act) of 35% or more of the combined voting power or economic
      interests of the then outstanding voting securities of the Company entitled
      to
      vote generally in the election of directors; provided however, that any transfer
      from Cooper or Joshua Schein (the "Excluded Group") will not result in a Change
      in Control if such transfer was part of a series of related transactions the
      effect of which, absent the transfer to such Acquiring Person by the Excluded
      Group, would not have resulted in the acquisition by such Acquiring Person
      of
      35% or more of the combined voting power or economic interests of the then
      outstanding voting securities; or 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (2)
      during any period of 12 consecutive months after the date of this Agreement,
      the
      individuals who at the beginning of any such 12-month period constituted a
      majority of the Directors (the "Incumbent Non-Investor Majority") cease for
      any
      reason to constitute at least a majority of such Directors; provided that (i)
      any individual becoming a director whose election, or nomination for election
      by
      the Company's stockholders, was approved by a vote of the stockholders having
      the right to designate such director and (ii) any director whose election to
      the
      Board or whose nomination for election by the stockholders of the Company was
      approved by the requisite vote of directors entitled to vote on such election
      or
      nomination in accordance with the Certificate of Incorporation of the Company,
      shall, in each such case, be considered as though such individual were a member
      of the Incumbent Non-Investor Majority, but excluding, as a member of the
      Incumbent Non-Investor Majority, any such individual whose initial assumption
      of
      office is in connection with an actual or threatened election contest relating
      to the election of the directors of the Company (as such terms are used in
      Rule
      14a-2 of Regulation 14A promulgated under the Exchange Act) and further
      excluding any person who is an affiliate or associate of an Acquiring Person
      having or proposing to acquire beneficial ownership of 25% or more of the
      combined voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors; or 

    


    (3)
      the
      consummation by the Company of a reorganization, merger or consolidation, in
      each case, with respect to which all or substantially all of the individuals
      and
      entities who were the respective beneficial owners of the voting securities
      of
      the Company immediately prior to such reorganization, merger, or consolidation
      do not, following such reorganization, merger, or consolidation, beneficially
      own, directly or indirectly, more than 50% of the combined voting power of
      the
      then outstanding voting securities entitled to vote generally in the election
      of
      directors of the Company resulting from such reorganization, merger, or
      consolidation; or 

    


    (4)
      the
      sale or other disposition of assets representing 50% or more of the assets
      of
      the Company in one transaction or series of related transactions not initiated
      or commenced by any person within the Excluded Group; or 

    


    (5)
      a
      "Fundamental Change in Business" as hereinafter defined; or 

    


    (6)
      a
      "Hostile Takeover" as hereinafter defined is declared. 

    


    "Fundamental
      Change in Business" shall mean that the Company, at any time, no longer spends
      at least fifty percent (50%) of its annual budget on activities related to
      biotechnology or pharmaceuticals. 

    


    "Hostile
      Takeover" shall mean any Change in Control which at any time is declared by
      at
      least a majority of the Board, directly or indirectly, to be hostile or not
      in
      the best interests of the Company, or in which an attempt is made (irrespective
      of whether successful) to wrest control away from the incumbent management
      of
      the Company, or with respect to which the Board makes any effort to resist.
      

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (g) Payment
      Cap.
      Notwithstanding anything to the contrary contained in this Agreement, in the
      event of a Change in Control, the Company’s maximum obligation (the “Cap”) under
      this Section 8 shall be as follows:

    


    
      	 	
              (i)
                

            	
              3.25%
                of the Enterprise Value if the Enterprise Value is less than $750
                million;

            


    

    
      	 	
              (ii)
                

            	
              3.0%
                of the Enterprise Value if the Enterprise Value is $750 million or
                more
                but less than $1.2 billion; 

            


    

    
      	 	
              (iii)

            	
              2.5
                % of the Enterprise Value if the Enterprise Value is $1.2 billion
                or more
                but less than $1.75 billion;

            


    

    
      	 	
              (iv)

            	
              2.0%
                of the Enterprise Value if the Enterprise Value is $1.75 billion
                or
                more;

            


    

    


    provided
      that such Cap shall not apply to, or include any value attributable to, the
      stock options (including the acceleration provided for under Section 8(a))
      or
      the New Restricted Stock. In the event that the aggregate amount of the
      Company’s payments (or payment obligations) pursuant to this Section 8 would be
      in excess of the Cap (which shall not apply to the equity as described above),
      then the Company shall pay to Cooper, in accordance with the relevant provisions
      of Section 8, the amounts to which he is entitled under Section 8 up to the
      Cap
      and shall have no further liability or obligation for any other payments
      hereunder (other than the equity described above). In such an event, Cooper
      shall be deemed to have automatically waived his right to receive any payments
      in excess of the Cap (other than the equity described above). For the sake
      of
      clarity, however, any Gross-Up Payment attributable to any equity awards will
      be
      subject to the Cap.

    


    9.
      Confidentiality,
      Ownership, and Covenants.
      

    


    (a)
      "Company
      Information" and "Inventions" Defined.
      "Company Information" means all information, knowledge or data of or pertaining
      to (i) the Company, its employees and all work undertaken on behalf of the
      Company, and (ii) any other person, firm, Company or business organization
      with
      which the Company may do business during the Term, that is not in the public
      domain (and whether relating to methods, processes, techniques, discoveries,
      pricing, marketing or any other matters). "Inventions" collectively refers
      to
      any and all inventions, trade secrets, ideas, processes, formulas, source and
      object codes, data, programs, other works of authorship, know-how, improvements,
      research, discoveries, developments, designs, and techniques regarding any
      of
      the foregoing. 

    


    (b)
      Confidentiality.
      Cooper
      hereby recognizes that the value of all trade secrets and other proprietary
      data
      and all other information of the Company not in the public domain disclosed
      by
      the Company in the course of his employment with the Company may be attributable
      substantially to the fact that such confidential information is maintained
      by
      the Company in strict confidentiality and secrecy and would be unavailable
      to
      others without the expenditure of substantial time, effort or money. Cooper,
      therefore, except as provided in the next two sentences, covenants and agrees
      that all Company Information shall be kept secret and confidential at all times
      during or after the Term and shall not be used or divulged by him outside the
      scope of his employment as contemplated by his Agreement, except as the Company
      may otherwise expressly authorize by action of the Board. In
      the
      event that Cooper is requested in a judicial, administrative or governmental
      proceeding to disclose any of the Company Information, Cooper will promptly
      so
      notify the Company so that the Company may seek a protective order of other
      appropriate remedy and/or waive compliance with this Agreement. If disclosure
      of
      any of the Company Information is required, Cooper may furnish the material
      so
      required to be furnished, but Cooper will furnish only that portion of the
      Company Information that legally is required. 

    


    (c)
      Ownership
      of Inventions, Patents and Technology.
      Cooper
      hereby assigns to the Company all of Cooper's rights (including patent rights,
      copyrights, trade secret rights, and all other rights throughout the world),
      title and interest in and to Inventions, whether or notpatentable or registrable
      under copyright or similar statutes, made or conceived or reduced to practice
      or
      learned by Cooper, either alone or jointly with others, during the course of
      the
      performance of services for the Company. Cooper shall also assign to, or as
      directed by, the Company, all of Cooper's right, title and interest in and
      to
      any and all Inventions, the full title to which is required to be in the United
      States government of any of its agencies. The Company shall have all right,
      title and interest in all research and work product produced by Cooper as an
      employee of the Company, including, but not limited to, all research materials
      and lab books. 

    


    (d)
      Non-Competition.
      During
      his employment with the Company and for a period of one year after the
      termination of such employment for any reason (the “Restricted Period”), Cooper
      agrees that he will not enter into or become associated with or engage in any
      other business (whether as a partner, officer, director, shareholder, employee,
      consultant, or otherwise), which
      business is in direct competition with the Company (a "Competitive Business").
      For purposes of this Agreement, the Company shall be deemed to be actively
      engaged (a) on the date hereof in the development and commercialization of
      therapeutic products for the treatment of hereditary angioedema and (b) in
      the
      future during the Term of this Agreement in any other material business in
      which
      the Company actually devotes substantive resources to study, develop or pursue
      and in which Executive is directly and actively involved. Notwithstanding the
      foregoing, (x) the ownership by Cooper of less than five percent of the shares
      of any publicly held corporation shall not violate the provisions of this
      Article VII, and (y) Cooper shall not be required to comply with any provision
      of this Section 9(d) following termination of this Agreement if the amounts
      required to be paid under Sections 7 or 8 of this Agreement are not timely
      paid.


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (e)
      Nonsolicitation
      of Employees. During
      the Restricted Period, Cooper will not, without the Company’s written consent,
      solicit any employee or
      independent contractor of
      the Company for the purposes of hiring such individual for Cooper or an entity
      in which Cooper has a material interest. Such provision shall not apply to
      Joshua Schein. 

    


    (f)
      Remedies.
      Cooper
      hereby acknowledges that the covenants and agreements contained in Section
      9
      (the "Restrictive Covenants") are reasonable and valid in all respects and
      that
      the Company is entering into this Agreement, inter alia, on such
      acknowledgement. If Cooper breaches, or threatens to commit a breach, of any
      of
      the Restrictive Covenants, the Company shall have the following rights and
      remedies, each of which rights and remedies shall be independent of the other
      and severally enforceable, and all of which rights and remedies shall be in
      addition to, and not in lieu of, any other rights and remedies available to
      the
      Company under law or in equity: (i) the right and remedy to have the Restrictive
      Covenants specifically enforced by any court having equity jurisdiction, it
      being acknowledged and agreed that any such breach or threatened breach will
      cause irreparable injury to the Company and that money damages will not provide
      an adequate remedy to the Company; (ii) the right and remedy to require Cooper
      to account for and pay over to the Company such damages as are recoverable
      at
      law as the result of any transactions constituting a breach of any of the
      Restrictive Covenants; (iii) if any court determines that any of the Restrictive
      Covenants, or any part thereof, is invalid or unenforceable, the remainder
      of
      the Restrictive Covenants shall not thereby be affected and shall be given
      full
      effect, without regard to the invalid portions; and (iv) if any court construes
      any of the Restrictive Covenants, or any part thereof, to be unenforceable
      because of the duration of such provision or the area covered thereby, such
      court shall have the power to reduce the duration or area of such provision
      and,
      in its reduced form, such provision shall then be enforceable and shall be
      enforced. 

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (g)
      Jurisdiction.
      The
      parties intend to and hereby confer jurisdiction to enforce the Restrictive
      Covenants upon the courts of any jurisdiction within the geographical scope
      of
      such Covenants. If the courts of any one or more such jurisdictions hold the
      Restrictive Covenants wholly unenforceable by reason of the breadth of such
      scope or otherwise, it is the intention of the parties that such determination
      not bar or in any way affect the Company's right to the relief provided above
      in
      the courts of any other jurisdiction, within the geographical scope of such
      Covenants, as to breaches of such Covenants in such other respective
      jurisdiction such Covenants as they relate to each jurisdiction being, for
      this
      purpose, severable into diverse and independent covenants. 

    


    10.
      Successors
      and Assigns. 

    


    (a)
      Cooper.
      This
      Agreement is a personal contract, and the rights and interests that the
      Agreement accords to Cooper may not be sold, transferred, assigned, pledged,
      encumbered, or hypothecated by him. All rights and benefits of Cooper shall
      be
      for the sole personal benefit of Cooper, and no other person shall acquire
      any
      right, title or interest under this Agreement by reason of any sale, assignment,
      transfer, claim or judgment or bankruptcy proceedings against Cooper. Except
      as
      so provided, this Agreement shall inure to the benefit of and be binding upon
      Cooper and his personal representatives, distributes and legatees. 

    


    (b)
      The
      Company.
      This
      Agreement shall be binding upon the Company and inure to the benefit of the
      Company and of its successors and assigns, including (but not limited to) any
      Company that may acquire all or substantially all of the Company's assets or
      business or into or with which the Company may be consolidated or merged. In
      the
      event that the Company sells all or substantially all of its assets, merges
      or
      consolidates, otherwise combines or affiliates with another business, dissolves
      and liquidates, or otherwise sells or disposes of substantially all of its
      assets, then this Agreement shall continue in full force and effect. The
      Company's obligations under this Agreement shall cease, however, if the
      successor to, the purchaser or acquirer either of the Company or of all or
      substantially all of its assets, or the entity with which the Company has
      affiliated, shall assume in writing the Company's obligations under this
      Agreement (and deliver and executed copy of such assumption to Cooper), in
      which
      case such successor or purchaser, but not the Company, shall thereafter be
      the
      only party obligated to perform the obligations that remain to be performed
      on
      the part of the Company under this Agreement. 

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    11.
      Entire
      Agreement.
      This
      Agreement (together with the equity award agreements referred to herein)
      represents the entire agreement between the parties concerning Cooper's
      employment with the Company and supersedes all prior negotiations, discussions,
      understanding and agreements, whether written or oral, between Cooper and the
      Company relating to the subject matter of this Agreement (including, without
      limitation, the Original Employment Agreement (other than with respect to the
      option referenced therein, as amended). 

    


    12.
      Amendment
      or Modification, Waiver.
      No
      provision of this Agreement may be amended or waived unless such amendment
      or
      waiver is agreed to in writing signed by Cooper and by a duly authorized officer
      of the Company. No waiver by any party to this Agreement or any breach by
      another party of any condition or provision of this Agreement to be performed
      by
      such other party shall be deemed a waiver of a similar or dissimilar condition
      or provision at the same time, any prior time or any subsequent time.


    


    13.
      Notices.
      Any
      notice to be given under this Agreement shall be in writing and delivered
      personally or sent by overnight courier or registered or certified mail, postage
      prepaid, return receipt requested, addressed to the party concerned at the
      address indicated below, or to such other address of which such party
      subsequently may give notice in writing: 

    


    
      	 	If to Cooper:	to the address specified in the payroll
              records of the Company
	 	 	 
	 	If to the Company:	675 Third Avenue
	 	 	
              Suite
                2200

              New
                York, NY 10017

            


    

      

    Any
      notice delivered personally or by overnight courier shall be deemed given on
      the
      date delivered and any notice sent by registered or certified mail, postage
      prepaid, return receipt requested, shall be deemed given on the date mailed.
      

    


    14.
      Severability.
      If any
      provision of this Agreement or the application of any such provision to any
      party or circumstances shall be determined by any court of competent
      jurisdiction to be invalid and unenforceable to any extent, the remainder of
      this Agreement or the application of such provision to such person or
      circumstances other than those to which it is so determined to be invalid and
      unenforceable shall not be affected, and each provision of this Agreement shall
      be validated and shall be enforced to the fullest extent permitted by law.
      If
      for any reason any provision of this Agreement containing restrictions is held
      to cover an area or to be for a length of time that is unreasonable or in any
      other way is construed to be too broad or to any extent invalid, such provision
      shall not be determined to be entirely null, void and of no effect; instead,
      it
      is the intention and desire of both the Company and Cooper that, to the extent
      that the provision is or would be valid or enforceable under applicable law,
      any
      court of competent jurisdiction shall construe and interpret or reform this
      Agreement to provide for a restriction having the maximum enforceable area,
      time
      period and such other constraints or conditions (although not greater than
      those
      contained currently contained in this Agreement) as shall be valid and
      enforceable under the applicable law. 

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    15.
      Survivorship.
      The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations. 

    


    16.
      Headings.
      All
      descriptive headings of sections and paragraphs in this Agreement are intended
      solely for convenience of reference, and no provision of this Agreement is
      to be
      construed by reference to the heading of any section or paragraph. 

    


    17.
      Withholding
      Taxes.
      All
      salary, benefits, reimbursements and any other payments to Cooper under this
      Agreement shall be subject to all applicable payroll and withholding taxes
      and
      deductions required by any law, rule or regulation of and federal, state or
      local authority. 

    


    18.
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together constitute one and same
      instrument. 

    


    19.
      Applicable
      Law; Arbitration.
      The
      validity, interpretation and enforcement of this Agreement and any amendments
      or
      modifications hereto shall be governed by the laws of the State of New York,
      as
      applied to a contract executed within and to be performed in such State. The
      parties agree that any disputes shall be definitively resolved by binding
      arbitration before the American Arbitration Association in New York, New York
      and consent to the jurisdiction to the federal courts of the Southern District
      of New York or, if there shall be no jurisdiction, to the state courts located
      in New York County, New York, to enforce any arbitration award rendered with
      respect thereto. Each party shall choose one arbitrator and the two arbitrators
      shall choose a third arbitrator. All costs and fees related to such arbitration
      (and judicial enforcement proceedings, if any) shall be borne by the Company
      unless Cooper’s claim is deemed to be frivolous by the arbitrator(s) or judge.
      The Company shall pay the reasonable legal fees and expenses of counsel
      (collectively, the "Fees") incurred by Cooper in the event there is a dispute
      hereunder as follows: if such dispute is settled, the Company shall pay the
      Fees
      or, in the event that it is resolved by binding arbitration or a judgment,
      the
      Company shall pay the Fees unless the arbitrator or judge finds that Cooper’s
      claim was frivolous. 

    


    20. Legal
      Fees.
      The
      Company shall reimburse Cooper for the reasonable expenses of his counsel in
      drafting and negotiating this Agreement on an after tax basis.

    


    21. Section
      409A.
      The
      payments provided for herein are intended to comply with the terms of Section
      409A of the Internal Revenue Code. In the event, however, that any such payments
      are determined to be subject to 409A, then the Company will make such
      adjustments as are reasonably required to comply with such section, including
      delaying any such payments that would have been required to be paid to Cooper
      pursuant to this Agreement during the first six months following the termination
      of Cooper’s employment until the end of such six-month period in accordance with
      the requirements of Section 409A.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    22. Indemnification.
      The
      Company shall, to the maximum extent permitted by law, indemnify and hold Cooper
      harmless against, and shall purchase director and officer indemnity insurance
      on
      behalf of Cooper for, expenses, including reasonable attorneys fees (the
      attorney to be selected by Cooper), judgments, fines, settlements and other
      amounts actually and reasonably incurred in connection with any proceeding
      or
      claim (or threatened proceeding or claim) arising by reason of Cooper’s
      employment by the Company. The Company shall advance to Cooper any expense
      incurred in defending any such proceeding or claim (or threatened proceeding
      or
      claim) to the maximum extent permitted by law. 

    


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

    
      	 	 	 
	 	Lev
              Pharmaceuticals, Inc. 
	 
 	 
 	 
 
	 	By:  	/s/ Eric
              I.
              Richman 
	 	
              
Eric
              I. Richman 
	 	Chairman
              of the Compensation Committee  
	 	 
	 	 
	 	/s/ Judson Cooper 
	 	
              

              Judson Cooper


    

     

    
      
        
        

      

      
        16