AMENDMENT
      NO. 1 TO

    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Amendment No. 1 to Registration Rights Agreement is made as of July 18, 2005
      (this “Amendment”) and amends the Registration Rights Agreement, dated as of May
      3, 2005, by and among Lev Pharmaceuticals, Inc., a Delaware corporation (the
      “Company”), and the Purchasers who are parties thereto (the “Agreement” and
      together with this Amendment, the “Registration Rights Agreement”). Terms used
      in this Amendment without definition shall have the meanings given them in
      the
      Agreement.

    


    WHEREAS,
      the Company and the Purchasers entered into the Agreement in connection with
      the
      Company’s private placement of Units in May 2005 (the “May 2005 Private
      Placement”); 

    


    WHEREAS,
      the Company and the Purchasers desire to amend the Agreement as more fully
      set
      forth herein to correct certain typographical errors and to reduce the costs
      and
      expenses of the Company in connection with its obligations under the
      Registration Rights Agreement by, among other things, furnishing to Laidlaw
      & Company (UK) Limited, a United Kingdom corporation, in its capacity as
      placement agent of the May 2005 Private Placement (“Laidlaw”), copies of certain
      documents that were required to be furnished to each of the Holders;
      and

    


    WHEREAS,
      this Amendment will be effective when it is executed by the Company and Holders
      of at least 66.66% of the outstanding Registrable Securities;

    


    NOW
      THEREFORE, in consideration of the premises and the agreements hereinafter
      set
      forth, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged by the each of the parties, the
      parties hereby amend the Agreement as follows:

    


    1.
      Section
      2(d): Piggyback Registration Rights.
      Section
      2(d) of the Agreement is hereby amended by deleting the reference to
“Section
      3(j)”
      in the
      first parenthetical phrase and replacing it with the reference to “Section
      3(h)”.

    


    2.
      Section
      3(a): Registration Procedures.
      Section
      3(a) of the Agreement is hereby deleted in its entirety and replaced with the
      following language:

    


      “(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 Laidlaw (and to any Holder that requests in writing
      to
      also receive a copy), a draft of the Registration Statement, or any related
      Prospectus or any amendment or supplement thereto.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.
      Section
      3(c): Registration Procedures.
      Section
      3(c) of the Agreement is hereby deleted in its entirety and replaced with the
      following language:

    


    “(c)
      Notify as promptly as reasonably possible Laidlaw and each Holder of Registrable
      Securities included in the Registration Statement: (i) (A) when a Prospectus
      or
      any Prospectus supplement or post-effective amendment to the Registration
      Statement has been filed, provided
      such
      Holder has previously requested in writing to receive notice of such filing;
      (B)
      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, provided
      such
      Holder has previously requested in writing to receive notice of such
      notification (and the Company shall upon written request from Laidlaw and any
      Holder, provide to Laidlaw and such Holders, true and complete copies of such
      comments and all written responses thereto, subject, if appropriate, to the
      execution by Laidlaw and such Holders of confidentiality agreements in form
      acceptable to the Company); and (C) when the Registration Statement or any
      post-effective amendment 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 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.”

    


    4.
      Section
      5(a): Indemnification by the Company.
      Section
      5(a) of the Agreement is hereby amended by deleting the following phrase at
      the
      end of the first sentence: “and prior to the receipt by such Holder of the
      Advice contemplated in Section
      6(d)”.

    


    5.
      Section
      5(b): Indemnification by Holder.
      Section
      5(b) of the Agreement is hereby amended by deleting the following phrase at
      the
      end of the first sentence: “and prior to the receipt by such Holder of the
      Advice contemplated in Section
      6(b)”.

    


    
      
        
        

      

      
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    6.
      Section
      6(c): Notices.
      Section
      6(c) of the Agreement is hereby deleted in its entirety and replaced with the
      following language:

    


    “(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 delivery to the
      courier service, if sent by nationally recognized overnight courier service,
      (ii) the third Trading Day following the date of mailing, if sent by
      first-class, registered or certified mail, postage prepaid, (iii) the Trading
      Day following transmission by electronic mail with receipt confirmed or
      acknowledged, or (iv) 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 or to such other
      address as shall be designated in writing from time to time by a party
      hereto.”

    


    7.
      Full
      Force and Effect.
      Except
      to the extent the Agreement is modified by this Amendment, the other terms
      and
      provisions of the Agreement shall remain unmodified and in full force and
      effect. In the event of a conflict between the terms of the Agreement and the
      terms of this Amendment, the terms of this Amendment shall prevail.


    


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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to
      Registration Rights Agreement as of the date first above written. 

     

    
      	 	
              The
                Company:

              


              LEV
                PHARMACEUTICALS, INC.

              


              


              By:
                                                                                   
                

              Joshua
                D. Schein, Ph.D.

              Chief
                Executive Officer

            


    

    


    ACKNOWLEDGED
      AND AGREED TO:

    


    LAIDLAW
      & COMPANY (UK) LIMITED

    


    


    By:                                                                    
      

    Name:

    Title

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Purchasers:

              


              


                                                                                 

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