AMENDMENT
        NO. 1 TO 2004

      REGISTRATION
        RIGHTS AGREEMENT

      


      This
        Amendment No. 1 to 2004 Registration Rights Agreement is made as of July
        21,
        2005 (this “Amendment”) and amends the Registration Rights Agreement, dated as
        of March 19, 2005, by and among Lev Development Corp., a Delaware corporation
        (“LDC”) which is a wholly owned subsidiary of Lev Pharmaceuticals, Inc., a
        Delaware corporation (the “Company”), and the Holders who are parties thereto
        (the “Original Agreement” and together with this Amendment, the “Agreement”). By
        its execution hereof, the Company hereby becomes a party to the Agreement.
        Terms
        used in this Amendment without definition shall have the meanings given them
        in
        the Original Agreement.

       

      WHEREAS,
        as a
        result of related merger transactions on December 29, 2004 and February 17,
        2005
        (the “Merger”), LDC, formerly an independent company known as Lev
        Pharmaceuticals, Inc., became a subsidiary of the Company, whose securities
        are
        publicly traded and registered under the 1934 Act, and the former stockholders
        of LDC received shares of Common Stock of the Company in exchange for their
        LDC
        shares;

      


      WHEREAS,
        the
        parties to the Original Agreement intended that the registration rights granted
        by LDC thereunder apply to the shares of LDC held by the Holders and to the
        shares of any successor or parent company which would be received by the
        Holders
        in exchange for their LDC shares;

      


      WHEREAS,
        the
        parties hereto desire to amend the Original Agreement in order to give effect
        to
        the intent of the parties to the Original Agreement and make other appropriate
        changes by (i) having the Company assume LDC’s obligations under the
        Original Agreement such that they apply to the Company’s Common Stock received
        by the Holders in the Merger in exchange for those LDC shares listed on
        Exhibit A to the Original Agreement, and making appropriate adjustments
        to
        the number of Registrable Securities held by each Holder which are set forth
        on
        Exhibit A hereto to reflect their post-Merger holdings,
        (ii) confirming that the Holders’“piggyback” registration rights to have
        their shares included in another registration statement filed by the Company
        pursuant to Section 1.3 shall continue so long as such registration
        statement remains effective, (iii) correcting an error in Exhibit A
        to
        the Original Agreement which listed Judson Cooper and Joshua Schein as Holders
        of certain Registrable Securities as of March 19, 2004 which Registrable
        Securities were directly owned on such date by Prism Ventures, LLC, of which
        Messrs. Cooper and Schein each owned and continue to own a 50% interest,
        (iv) further updating Exhibit A to reflect transfers of shares
        after
        March 19, 2004 by Prism Ventures, LLC to certain affiliated limited liability
        companies and Mr. Schein, (v) permitting assignment of registration
        rights to family members of persons who are principals of corporate Holders,
        (vi) deleting references to the warrant to purchase LDC common stock
        issued
        to HAE Associates, LLC because such warrant has been cancelled and
        (vii) making other conforming changes; and

      


      WHEREAS,
        this
        Amendment will be effective when it is executed by the Company, LDC, the
        holders
        of a majority of the outstanding Emigrant Registrable Securities, and the
        holders of a majority of the outstanding Registrable Securities (excluding
        the
        Emigrant Registrable Securities) in accordance with Section 3.2 of
        the
        Original Agreement, and will be binding on the Company, LDC and each of the
        Holders (whether or not they execute this Amendment);

      


      NOW,
        THEREFORE,
        in
        consideration of the recitals set forth above and the promises and mutual
        covenants contained herein, the parties hereby amend the Original Agreement
        as
        follows:

       

      1. Common
        Stock.
        Section
        1.1.4 of the Original Agreement is amended to read as follows:

      


      “The
        term
“Common
        Stock”
        means
        the
        Company’s Common Stock, par value $0.01 per share.”

      


      2. Registrable
        Securities.
        Section
        1.1.15 of the Original Agreement is amended to read as follows:

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      “The
        term
“Registrable
        Securities”
        means:
        (i) Common Stock held by each of the Holders in the amount set forth
        on
        Exhibit A hereto, which amounts represent the respective number of
        shares
        held by each Holder on March 19, 2004 as adjusted to give effect to the Merger
        and shares held by their permitted transferees and other additional Holders
        who
        have or will become Holders in accordance with Section 3.8 and
        (ii) any Equity Securities of the Company issued as (or issuable upon
        the
        conversion or exercise of any warrant, right or other security which is issued
        as) a dividend or other distribution with respect to, in exchange for or
        in
        replacement of the shares referenced in clause (i) above, excluding
        in all
        cases, however, (a) any Registrable Securities that have been previously
        sold
        pursuant to a registration statement filed and declared effective by the
        SEC,
        (b) Registrable Securities that have been sold by a Person in a transaction
        in
        which his or her rights under this Section 1 are not duly assigned
        as
        provided herein, (c) any Registrable Securities after such securities have
        been
        sold in a Public Sale.”

      


      3. The
        Warrant.
        All
        references to the Warrant are hereby deleted.

      


      4. Company
        Registration.
        The
        last sentence of Section 1.3.1 of the Original Agreement is amended to read
        as
        follows:

      


      “Upon
        the
        written request of each Holder given within fifteen (15) days after receipt
        by
        such Holder of notice by the Company, the Company shall, subject to the
        provisions of Section 1.3.2 below, cause to be included in such
        registration, on the same terms and conditions applicable to and for the
        same
        period of time that such registration is effective for the other securities
        registered thereunder, all of the Registrable Securities that each such Holder
        has requested to be so included.”

       

      5. Filing
        Obligations of the Company.
        The
        parenthetical phrase in Section 1.6.1 of the Original Agreement is
        amended
        to read as follows:

      


      “(or
        (i) 2 years in the case of a 415 Registration or (ii) the period
        of
        time provided in Section 1.3.1 in the case of a Company
        Registration)”

      


      6. Section
        References.
        All
        applicable references to Section 1.9 and Subsections thereof in
        Section 1.10 of the Original Agreement shall be deemed to refer to
        Section 1.10 and Subsections thereof. 

      


      7. Assignment.
        Section
        1.12 of the Original Agreement is amended to read in its entirety as
        follows:

      


      “1.12 Assignment
        of Registration Rights.
        The
        rights to cause the Company to register Registrable Securities pursuant to
        this
        Section 1 may be assigned or transferred (but only with all related
        obligations) by a Holder to, (i) in the case of any Holder that is
        a
        partnership, limited liability company or corporation, any current and former
        constituent directors, officers, partners, members, shareholders, subsidiaries
        and affiliates of that Holder or any directors, officers, partners, members,
        shareholders, Family Members, subsidiaries or affiliates of the foregoing,
        and
        (ii) a Person who or entity that, after such assignment or transfer,
        holds
        (along with its Affiliates as defined below) at least 5,000 shares of
        Registrable Securities, subject to appropriate adjustment for stock splits,
        dividends, reclassifications, recapitalizations, combinations or the like,
        provided,
        in each
        case, that: (i) the Company is, within a reasonable time after such
        transfer, furnished with written notice of the name and address of such
        transferee or assignee and the securities with respect to which such
        registration rights are being assigned; (ii) such transferee or assignee
        agrees in writing to be bound by and subject to the terms and conditions
        of this
        Agreement, including, without limitation, the provisions of Section 1.10.2
        above; and (iii) such assignment shall be effective only if immediately
        following such transfer the further disposition of such securities by the
        transferee or assignee is restricted under the Act; provided,
        further,
        that in
        no event shall a Holder transfer such registration rights to a competitor
        of the
        Company. For the purposes of this Section 1.12, the term “Family
        Members”
        means,
        as applied to any individual, such individual’s spouse, children (including
        stepchildren or adopted children), grandchildren, parents, siblings, in-laws,
        nieces or nephews or any spouses of any of the foregoing,
        and any trust or other estate planning vehicle created for the primary benefit
        of any one or more of them, including any custodial arrangement.”

      


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      8. Successors
        and Assigns.
        The
        text of Section 2.1 of the Original Agreement is hereby made a separate
        subsection called “2.1.1 General”
        and the
        following new subsection 2.1.2 is added:

      


      “2.1.2
        Assignment
        of Original Agreement by LDC to the Company.
        Upon
        the effectiveness and subject to the terms of this Amendment, LDC hereby
        assigns
        to the Company all of its rights and obligations under the Original Agreement
        and the Company hereby assumes all of such rights and obligations of LDC
        as
        amended by this Amendment. All references to Common Stock and Registrable
        Securities herein shall mean and refer to the securities of the Company for
        all
        purposes. LDC shall have no further obligations under the
        Agreement.”

      


      9. Counterparts.
        The
        following sentence is added at the end of Section 2.3 of the Original
        Agreement:

      


      “This
        Agreement may be executed by facsimile or e-mail transmission of a signature
        page hereto.”

      10. Notices.
        The
        Company’s address in Section 3(a) of the Original Agreement is amended to
        read as follows:

      


      “(a)
        in
        the case of the Company to 122 East 42nd Street, Suite 2606, New York, NY
        10168,
        Attention: Joshua D. Schein, CEO or by telecopy to (212) 682-2559”

      11. Additional
        Parties.
        The
        first sentence of Section 3.8 of the Original Agreement is amended
        to read
        as follows:

      


      “The
        Company and the Holders whose signature pages appear on the signature page
        hereto agree that (i) should the Company sell additional shares of
        Common
        Stock to additional Persons, such Persons, at the Company’s option, may become
        Holders hereunder and (ii) permitted transferees of a Holder’s Registrable
        Securities and related registration rights in accordance with Section 1.12
        may become Holders hereunder by executing a counterpart to this Agreement
        as
        additional Holders hereunder, and in such case shall have all rights and
        obligations of Holders hereunder.”

      


      12. Exhibit A.
        Exhibit
        A to the Original Agreement is amended to read in its entirety as set forth
        in
        the form attached to this Amendment as Exhibit A.

      


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

      


      *
        * *


      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      


      


      IN
        WITNESS WHEREOF,
        the
        parties have executed this Amendment No. 1 to 2004 Registration Rights
        Agreement as of the date first above written.


       

      
         

      

      
        
          	 	
                  LEV
                    PHARMACEUTICALS, INC.

                  


                  By:
                                                                                     
                    

                  Joshua
                    D. Schein, Ph.D.

                  Chief
                    Executive Officer

                   

                   

                  LEV
                    DEVELOPMENT CORP. 

                  


                  By:                                                                  
                    

                  Joshua
                    D. Schein, Ph.D.

                  Chief
                    Executive Officer 

                  


                   

                  HOLDERS:

                  


                  Ajax
                    Partners

                  


                  By:                                                                  
                    

                  Name:

                  Title:

                  


                  


                  Sands
                    Brothers Venture Capital LLC

                  By:
                    SB Venture Capital Management LLC, Manager

                  


                  By:                                                                  
                    

                  Name:

                  Title:

                  


                  


                  Sands
                    Brothers Venture Capital II LLC

                  By:
                    SB Venture Capital Management II LLC, Manager

                  


                  By:                                                                  
                    

                  Name:

                  Title:

                


        

         

        
          
             

          

          
            -4-

            
              

            

          

          
             

          

        

      

       

      
        
          	 	
                  
                    Sands
                      Brothers Venture Capital III LLC

                    By:
                      SB Venture Capital Management III LLC, Manager

                    


                    By:                                                                  

                    Name:

                    Title:

                  

                   

                   

                  Sands
                    Brothers Venture Capital IV LLC

                  By:
                    SB Venture Capital Management IV LLC

                  


                  By:                                                                  

                  Name:

                  Title:

                   

                   

                  Targhee
                    Trust 

                   

                  By:                                                                  

                  Name:

                  Title:

                   

                   

                  KWG
                    Trust dated 1/1/04

                  


                  By:                                                                  

                  Name:

                  Title:

                  
 

                  EAH
                    Heart Associates LLC

                  By:
                    EAH Heart Management Associates LLC

                  


                  By:                                                                  

                  Name:

                  Title:

                   

                   

                         
                                                                                   
Robert
                    Bonaventura

                   

                   

                                                                                         


                  Kevin
                    Connors

                


        

      

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

      
        	 	
                                                                                       

                Frank
                  Mazzola

                


                


                                                                                       

                Aharon
                  Orlansky

                


                


                                                                                       

                Michael
                  Beattie

                


                


                                                                                       

                Joshua
                  D. Schein

                


                


                Prism
                  Ventures, LLC

                


                By:                                                                  

                Name:

                Title:

                


                 

                Entry
                  Point Capital LLC

                


                By:                                                                  

                Name:
                  

                Title:
                  

                


                


                Sapphire
                  Ventures LLC

                


                By:                                                                  

                Name:
                  

                Title:
                  

              


      

      


      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

       

      
        	 	
                Tudor
                  Technology Ventures LLC

                


                By:                                                                  

                Name:
                  

                Title:
                  

                


                


                Windsor
                  Ventures LLC

                


                By:                                                                  

                Name:
                  

                Title:
                  

                


                


                Newton
                  Partners LLC

                


                By:                                                                  

                Name:
                  

                Title:
                  

                


                


                Emigrant
                  Capital Corporation

                


                By:                                                                  

                Name:
                  

                Title:
                  

                


                


                                                                                       

                John
                  Hart

                


                


                                                                                       

                Gilbert
                  Stein

                


                


                                                                                       

                Barry
                  Friedberg

                


                 

                                                                                       

                David
                  Seldin

                


                


                                                                                       

                Francis
                  May 

              


      


      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      


      Exhibit
        A

      


      List
        of Holders


      
        	 	 	 	 
	
                 

                Holder

                 

              	 	
                 

                Registrable
                  Securities

                 

              	 
	
                Ajax
                  Partners

              	 	 	
                570,980

              	 
	
                Sands
                  Brothers Venture Capital LLC

              	 	 	
                95,162

              	 
	
                Sands
                  Brothers Venture Capital II LLC

              	 	 	
                95,162

              	 
	
                Sands
                  Brothers Venture Capital III LLC

              	 	 	
                247,426

              	 
	
                Sands
                  Brothers Venture Capital IV LLC

              	 	 	
                133,230

              	 
	
                Targhee
                  Trust

              	 	 	
                95,162

              	 
	
                KWG
                  Trust dated 1/1/04

              	 	 	
                95,162

              	 
	
                EAH
                  Heart Associates LLC

              	 	 	
                1,941,332

              	 
	
                Robert
                  Bonaventura

              	 	 	
                57,098

              	 
	
                Kevin
                  Connors

              	 	 	
                19,034

              	 
	
                Frank
                  Mazzola

              	 	 	
                38,064

              	 
	
                Aharon
                  Orlansky

              	 	 	
                19,034

              	 
	
                Michael
                  Beattie

              	 	 	
                19,034

              	 
	
                Joshua
                  D. Schein

              	 	 	
                993,505

              	 
	
                Prism
                  Ventures, LLC

              	 	 	
                6,851,759

              	 
	
                Entry
                  Point Capital LLC

              	 	 	
                3,146,099

              	 
	
                Sapphire
                  Ventures LLC

              	 	 	
                4,011,362

              	 
	
                Tudor
                  Technology Ventures LLC

              	 	 	
                3,153,368

              	 
	
                Windsor
                  Ventures LLC

              	 	 	
                5,017,066

              	 
	
                Newton
                  Partners LLC

              	 	 	
                5,293,763

              	 
	
                Emigrant
                  Capital Corporation

              	 	 	
                10,076,116

              	 
	
                John
                  Hart

              	 	 	
                335,870

              	 
	
                Gilbert
                  Stein

              	 	 	
                335,870

              	 
	
                Barry
                  Friedberg

              	 	 	
                335,870

              	 
	
                David
                  Seldin

              	 	 	
                335,870

              	 
	
                Francis
                  May

              	 	 	
                89,968

              	 


      

      


      
        
           

        

        
          A-1