0001144204-05-032459 Sample Contracts

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 24th, 2005 • Lev Pharmaceuticals Inc • Pharmaceutical preparations

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.

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AMENDMENT NO. 1 TO 2004 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 24th, 2005 • Lev Pharmaceuticals Inc • Pharmaceutical preparations

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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 24th, 2005 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 19, 2004, by and among Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and each of the individuals and entities listed on Exhibit A attached hereto (collectively, the “Holders” and each a “Holder”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 24th, 2005 • Lev Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of March 19, 2004, by and among Lev Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Emigrant Capital Corporation, a Delaware corporation, John Hart, Gilbert Stein, Barry Friedberg, David Seldin and Francis May (each an “Investor” and collectively, the “Investors”) and Judson Cooper and Joshua Schein (each, a “Founder” and collectively, the “Founders”).

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