Lev Pharmaceuticals, Inc. Announces $21 Million Private Placement

Published: Oct 23, 2006

NEW YORK--(BUSINESS WIRE)--Lev Pharmaceuticals, Inc. ("Lev" or the "Company") (OTCBB: LEVP - News) today announced that it has entered into definitive agreements for the sale of $21,000,000 million of its securities to certain institutional and other accredited investors. The securities sold by Lev in the private placement consist of 32,307,692 shares of its common stock and 9,692,308 warrants, at a purchase price of $0.65 per share. The Warrants are exercisable at any time until five years from the initial closing date at price of $0.84 per share. After giving effect to the payment of commissions and offering expenses, Lev received approximately $19.6 million in net proceeds. The Company paid commissions of approximately $1.1 million and has agreed to issue an aggregate of 1,698,538 warrants (the "Agent Warrants") to Rodman & Renshaw, LLC, who acted as the placement agent. The Agent Warrants are being issued on the same terms as the warrants sold to the investors.

"We are pleased with this private placement, and are gratified at the participation of both new and existing institutional investors," said Joshua Schein, Ph.D., the Chief Executive Officer of Lev. "We appreciate the confidence these strong investors have shown in the Company, its drug development programs, and its employees and believe their participation will help increase the Company's visibility in the investment community," continued Dr. Schein. Among the investors in this private placement are Southpoint Capital Advisors LP, Hound Partners, LP, Emigrant Capital Corporation, Alexandra Global Master Fund, Ltd. and Rosalind Capital Partners, LP.

"The net proceeds that we received will be used to complete our Phase III clinical trial for our lead product candidate, C1-INH for hereditary angioedema, and to advance our other development programs for C1-INH," continued Dr. Schein. Based on its current cash balance and commitments, Lev believes that with the net proceeds received from this private placement, it should be able to maintain its current planned development activities and the corresponding level of expenditures through the launch of C1-INH for hereditary angioedema. No assurances, however, can be given that it will not need additional capital prior to such time.

The private placement is made only to accredited investors in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The securities issued in this financing have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company has agreed to file a registration statement covering the resale of the shares of Common Stock that were issued in the financing, including the shares which may be issued upon exercise of the warrants. The Company also agreed to issue additional warrants to the investors, as liquidated damages, in the event the registration statement is not declared effective within the time periods prescribed by the Registration Rights Agreement, which warrants would be exercisable for nominal consideration.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of the securities in any jurisdiction in which such offering would be unlawful.

About Lev Pharmaceuticals, Inc.

Lev is a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of inflammatory diseases. Lev's product candidates are based on C1-esterase inhibitor ("C1-INH"), a human plasma protein that mediates inflammation and is potentially applicable as a treatment for a range of medical indications. The Company initiated a Phase III clinical trial of its lead product candidate, C1-INH for the treatment of hereditary angioedema, in March 2005. In November 2005, we initiated a Phase III clinical trial of C1-INH for the prophylactic treatment of HAE. In October 2005, we received fast track designation status by the FDA for the treatment of HAE. Lev is also developing C1-INH for the treatment of selective other diseases and disorders in which inflammation is known or believed to play an underlying role.

Legal notice to investors: Certain matters discussed in this news release are "forward-looking statements." These forward-looking statements, which apply only on the date of this release, generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "estimates," "anticipates," "believes," "continues" or words of similar import. Similarly, statements that describe Lev's future plans, objectives or goals are also forward-looking statements, which generally involve known and unknown risks, uncertainties and other facts that may cause the actual results, performance or achievements of Lev to be materially different from those expressed or implied by such forward-looking statements. Drug discovery and development involve a high degree of risk. Factors that might cause such a material difference include, among others, uncertainties related to the completion of clinical trials, the FDA review process and other governmental regulation, our ability to successfully develop and commercialize drug candidates, and competition from other pharmaceutical companies. These statements are based on our current beliefs and expectations as to such future outcomes and Lev disclaims any obligation to update the forward-looking statements made herein.

Contact: Lev Pharmaceuticals, Inc. Joshua D. Schein, Ph.D., 212-682-3096 jschein@levpharma.com or Judson Cooper, 212-682-3096 jcooper@levpharma.com or CEOcast, Inc. for Lev Pharmaceuticals Andrew Hellman, 212-732-4300 adhellman@ceocast.com

Source: Lev Pharmaceuticals, Inc.

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