Exhibit 10.2


CONTRACT ID # 2369


CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT,
dated as of October 5, 2005, (the “Agreement”)
is entered into by and between: 


ENZON PHARMACEUTICALS, INC. (“Company”),
a Delaware corporation, having a principal place of business at 685 U.S. Highway
202/206, Bridgewater, NJ 08807, 


and


Mark Ogden (“Consultant”), an individual residing at
1310 N. Ritchie Ct., 12-D, Chicago, IL 60610 


BACKGROUND


This
Consulting Agreement confirms the mutual understanding between Enzon and
Consultant with respect to the terms and conditions upon which Consultant will
provide Enzon with the benefit of Consultant’s unique experience and ability in
a consulting capacity. 


TERMS


In
consideration of the foregoing premises, and the mutual covenants, terms and
conditions hereinafter set forth, and intending to be legally bound hereby,
Company and Consultant agree as follows: 


	
  
 	
  
 	
  
 	
  
 
	
 1.
 	
 SERVICES AND
 COMPENSATION
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 1.1
 	
 Services.
 Consultant agrees to perform on behalf of Company the consulting services as
 described in Schedule A attached
 hereto (the “Services”). Company
 agrees that Consultant shall have reasonable access to Company’s
 representatives as necessary
 to perform the Services provided for by this Agreement. Consultant will
 provide all Services in a professional manner, consistent with industry
 standards. 
 
	
  
 	
  
 	
  
 
	
  
 	
 1.2
 	
 Compensation.
 As compensation for Consultant’s performance of the Services under this
 Agreement, Company agrees to pay Consultant the amounts specified in Schedule B attached hereto, in accordance
 with the schedule set forth in Schedule B.
 
	
  
 	
  
 	
  
 	
  
 
	
 2.
 	
 USE OF
 CONFIDENTIAL INFORMATION 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 2.1
 	
 During the
 term of this Agreement and for five (5) years after expiration or termination
 of this Agreement, Consultant shall use Confidential Information solely for
 the purpose of performing the Services; provided, however, Consultant shall
 have no liability to Company with respect to use or disclosure of information
 
 


Page 1 of 6









	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 to third
 parties to the extent that Consultant can establish by written documentation
 that such information has been: 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 2.1.1
 	
 part of the
 public domain prior to disclosure by Company of such information to the
 Consultant; 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 2.1.2
 	
 part of the
 public domain, without fault on the part of Consultant, subsequent to
 disclosure by Company of such information to Consultant; 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 2.1.3
 	
 received by
 Consultant at any time from a source other than Company lawfully having
 possession of and the right to disclose such information; 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 2.1.4
 	
 otherwise
 known by Consultant prior to disclosure by Company of such information to
 Consultant; or 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 2.1.5
 	
 independently
 developed by or for Consultant without use of, reliance upon or reference to
 Confidential Information received hereunder. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 2.2
 	
 “Confidential
 Information” shall mean Company’s technical, business and financial
 information, including, where appropriate and without limitation, any
 information, business and financial data, patent disclosures, patent
 applications, trade secrets, structures, computer files, models, techniques,
 processes, compositions, compounds and apparatus disclosed by Company to
 Consultant. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 2.3
 	
 Notwithstanding
 the provisions of Sections 2.1 and 2.2, this Agreement shall not prohibit
 Consultant from disclosing Confidential Information pursuant to any order of
 any court or governmental agency, provided that Consultant notifies the
 Company of such order as far in advance of such disclosure as reasonably
 possible (and in any event, within 48 hours after receiving such order) and
 cooperates reasonably with the Company’s efforts to obtain a protective order
 or relief from such court or agency. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 2.4
 	
 Consultant
 agrees that Consultant will not improperly use or disclose any proprietary or
 confidential information or trade secrets of any person or entity with whom
 Consultant has an agreement or duty to keep such information or secrets
 confidential. 
 
	
  
 	
  
 	
  
 	
  
 
	
  
 	
 2.5
 	
 Consultant
 recognizes that Company has received and in the future will receive from
 third parties their confidential or proprietary information subject to a duty
 on Company’s part to maintain the confidentiality of such information and to
 use it only for certain limited purposes. Consultant agrees at all times
 during the term of this Agreement and thereafter, to hold in strictest
 confidence, and not to use, except in connection with Consultant’s
 performance of the Services, and not to disclose to any person or entity, or
 to use it except as necessary in performing the Services, consistent with
 Company’s agreement with such third party. 
 


Page 2 of 6 








	
  
 	
  
 	
  
 
	
  
 	
 2.6
 	
 Consultant
 is hereby prohibited from ever using any of the Company’s proprietary information or trade
 secrets to conduct any business, except for the Company’s business while
 Consultant is employed by the Company.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.7
 	
 Consultant-Restricted
 Information. Consultant agrees that Consultant will not improperly use or
 disclose any proprietary or confidential information or trade secrets of any person
 or entity with whom Consultant has an agreement or duty to keep such information
 or secrets confidential.
 
	
  
 	
  
 	
  
 
	
  
 	
 2.8
 	
 Third
 Party Information. Consultant recognizes that Company has received and in
 the future will receive from third parties their confidential or proprietary information subject
 to a duty on Company’s part to maintain the confidentiality of such information and
 to use it only for certain limited purposes. Consultant’s obligations under the
 CDA with respect to the Confidential Proprietary Information (as such term is
 defined in the CDA) of the Company shall apply to the confidential or proprietary
 information of such third parties.
 
	
  
 	
  
 	
  
 
	
 3.
 	
 INTELLECTUAL
 PROPERTY
 
	
  
 	
  
 
	
  
 	
 Company
 shall own all right, title and interest in and to any intellectual property produced by Consultant
 in the performance of the Services or which result, to any extent, from use of Company’s
 premises or property. If Consultant develops or creates any copyrightable works
 in the performance of the Services or which result, to any extent, from use
 of Company’s premises or property, such works shall be deemed works made for hire and shall be
 owned by the Company. Upon request and at the expense of Company, Consultant
 shall execute and deliver any and all instruments and documents and take such
 other actions as may be necessary or desirable to assign and transfer such
 intellectual property (including, but not limited to, any patents and
 copyrights) to Company.
 
	
  
 	
  
 	
  
 
	
 4.
 	
 WARRANTIES
 AND DISCLAIMER OF WARRANTIES
 
	
  
 	
  
 
	
  
 	
 4.1
 	
 Each
 party warrants to the other that it has the authority to enter into and
 perform this Agreement, and its performance hereunder will not result in the
 breach or violation of any contract, arrangement or understanding it may have
 with any third
 party. Each party warrants to the other that it will comply in all material respects with all
 applicable laws, rules and regulations.
 
	
  
 	
  
 	
  
 
	
  
 	
 4.2
 	
 Each
 party represents and warrants to the other that it has not been, nor is it
 under threat of being, debarred under the Generic Drug Act of 1992.
 
	
  
 	
  
 	
  
 
	
  
 	
 4.3
 	
 Consultant
 shall perform the services in accordance with the highest professional standards and in
 material compliance with all applicable laws and regulations.
 
	
  
 	
  
 	
  
 
	
  
 	
 4.4
 	
 The
 parties hereto acknowledge that the compensation paid hereunder has been
 determined through good faith, arms-length negotiation, and that it is no
 greater than the fair market value of the services rendered and such
 compensation is for bona fide services. No amount paid or reimbursed
 hereunder is intended to be,
 


Page 3 of 6









	
  
 	
  
 	
  
 
	
  
 	
  
 	
 nor
 shall it be construed as, an offer or payment made, whether directly or
 indirectly, to induce the referral of patients, the prescribing, purchase,
 lease or order of any item or service, or the recommending or arranging for the
 purchase, lease
 or order of any item or service.
 
	
  
 	
  
 	
  
 
	
 5.
 	
 TERM
 
	
  
 	
  
 	
  
 
	
  
 	
 5.1
 	
 Term
 and Termination. The initial term of this Agreement shall be for a term
 of one
 year commencing on the date first set forth above, unless terminated earlier
 as set
 forth herein. This Agreement may be renewed upon mutual agreement of the
 parties in writing. Either party may terminate this Agreement during the term
 hereof
 upon thirty (30) days prior written notice to the other party.
 
	
  
 	
  
 	
  
 
	
  
 	
 5.2
 	
 Return
 of Company Property. Promptly upon the expiration or earlier termination
 of this Agreement, and earlier if requested by Company at any time, Consultant
 shall
 deliver to Company (and will not keep in Consultant’s possession or deliver
 to anyone else) all property belonging to Company in Consultant’s possession
 or control,
 including, but not limited to, all Confidential Information and all originals
 and
 copies of any documents, devices, records, data, notes, reports, proposals, lists, correspondence,
 specifications, drawings, blueprints, sketches, materials and equipment. Consultant
 shall not remove any of Company’s property from Company’s premises without
 written authorization from Company.
 
	
  
 	
  
 	
  
 
	
  
 	
 5.3
 	
 In
 the event this Agreement expires or is terminated for any reason, the rights
 and obligations
 of Article 3 shall survive such expiration or termination.
 
	
  
 	
  
 	
  
 
	
 6.
 	
 MISCELLANEOUS
 
	
  
 	
  
 	
  
 
	
  
 	
 6.1
 	
 Social
 Security Number. Consultant certifies that his or her Social Security
 Number is xxx-xx-xxxx. Consultant acknowledges that Company will rely upon the
 foregoing certification in filing certain documents and instruments required
 by law in connection with this Agreement, including, without limitation, Form
 1099 under the Internal Revenue Code of 1986, as amended (or any successor form).
 
	
  
 	
  
 	
  
 
	
  
 	
 6.2
 	
 Independent
 Contractor. For purposes of this Agreement and all Services to be provided hereunder,
 Consultant shall not be considered a partner, co-venturer, agent, employee or
 representative of the Company, but shall remain in all respects an independent
 contractor, and neither party shall have any right or authority to make or
 undertake any promise, warranty or representation, to execute any contract, or otherwise
 to assume any obligation or responsibility in the name of or on behalf of the
 other party.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.3
 	
 Successors. All of the terms and
 provisions of this Agreement shall be binding upon and inure to the benefit of and be
 enforceable by the respective heirs, executors, administrators, legal
 representatives, successors and assigns of the parties hereto, except that
 the duties and responsibilities of Consultant hereunder are of a personal
 nature and shall not be assignable or delegable in whole or in part by
 Consultant.
 


Page 4 of 6








	
  
 	
  
 	
  
 
	
  
 	
 6.4
 	
 Injunctive Relief. Consultant
 agrees that remedies at law for breach of the provisions of this Agreement by
 Consultant may be inadequate and that Company may be entitled to injunctive
 relief, in addition to any other rights that it may have.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.5
 	
 Assignment. This Agreement may not
 be assigned by Consultant without the express written consent of Company.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.6
 	
 Entire Agreement. This Agreement
 along with the CDA represents the entire agreement between the parties
 regarding the subject matter hereof and shall supersede all previous
 communications, representations, understandings and agreements, whether oral
 or written, by or between the parties with respect thereto, whether
 heretofore or hereafter disclosed to Consultant.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.7
 	
 Amendments. No change,
 modification, extension, termination or waiver of this Agreement, or any of
 the provisions herein contained, shall be valid unless made in writing and
 signed by duly authorized representatives of the parties hereto.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.8
 	
 Severability. If any provision of
 this Agreement shall be declared invalid, illegal or unenforceable, such
 provision shall be severed and all remaining provisions shall continue in
 full force and effect.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.9
 	
 Governing Law. This Agreement
 shall be governed by and construed in accordance with the laws of the State
 of New Jersey without regard to its conflict of law provisions.
 
	
  
 	
  
 	
  
 
	
  
 	
 6.10
 	
 Counterparts. This Agreement may
 be executed in two counterparts, each of which shall be deemed to be an
 original as against any party whose signature appears thereon, but both of
 which together shall constitute but one and the same instrument.
 


IN
WITNESS HEREOF, the parties have read and agree to be bound
by the above terms and conditions and have entered into this Consulting
Agreement effective as of the date set forth above.


	
  
 	
  
 	
  
 	
  
 	
  
 
	
 ENZON PHARMACEUTICALS, INC.
 	
  
 	
 CONSULTANT:
 	
  
 
	
  
 	
  
 	
  
 	
  
 
	
 By:
 	

 	
  
 	

 	
  
 
	
  
 	

 
 	
  
 	

 
 	
  
 
	
  
 	
  
 	
 Signature
 	
  
 
	
 Name: Craig A. Tooman
 	
  
 	
  
 	
  
 






	
  
 	
  
 
	
 Title:
 	
 Executive Vice President, Finance

 and Chief Financial Officer
 


Page 5 of 6





SCHEDULE A


CONSULTING SERVICES


Consultant
will provide to the Company accounting advisory services and other consulting
services within the Consultant’s expertise as the Company may reasonably
request from time to time.


SCHEDULE B


COMPENSATION AND PAYMENT SCHEDULE


Hourly Rate: $225.00


Daily Rate (if applicable):
N/A


Maximum aggregate
compensation under this Consulting Agreement: N/A


It is contemplated that
Enzon will arrange and pay in advance for Consultant’s travel, lodging and meal expenses, if any, in connection with
the services rendered hereunder. As a result, it is not anticipated that
Consultant will incur any out of pocket expenses to be subsequently reimbursed by Enzon. Notwithstanding this
expectation, if Consultant does incur certain unanticipated travel, lodging or meal expenses, Enzon will reimburse
Consultant for reasonable travel, lodging, and meal expenses incurred by
Consultant in connection with the performance of the services rendered
hereunder to the extent the same are, in the opinion of Enzon’s general
counsel, lawfully reimbursable. Consultant will provide to Enzon or its
designated agency an expense report and applicable receipts for Consultant’s
expenses.


Consultant shall provide
invoices to the Company from time to time and the Company shall pay any
consulting fee due hereunder within 45 days after its receipt of the relevant
invoice.


Page 6 of 6






September 18, 2006


Mr. Mark Ogden

1310 North Ritchie Court, 12-D

Chicago, Illinois 60610


	
  
 	
  
 	
  
 
	
  
 	
 Re:
 	
 First
Amendment to Consulting Agreement dated October 5, 2005
 




Dear Mr. Ogden:


          This
letter, when signed by you, shall be the First Amendment to the Consulting
Agreement, dated October 5, 2005 (“Agreement”).


          Pursuant
to Section 5.1, upon the expiration of the initial term, the Agreement is
hereby renewed for a period of one year to expire on October 4, 2007 unless
further renewed or earlier terminated.


          All
other terms and conditions of the Agreement shall be unchanged and remain in
full force and effect.


	
  
 	
  
 	
  
 
	
  
 	
 Enzon Pharmaceuticals, Inc.
 
	
  
 	
  
 	
  
 
	
  
 	
 By:
 	
 /s/ Craig Tooman
 
	
  
 	
  
 	

 
 
	
  
 	
 Name:
 	
 Craig Tooman
 
	
  
 	
  
 	

 
 
	
  
 	
 Title:
 	
 EVP, Finance and CFO
 
	
  
 	
  
 	

 
 



          I
hereby acknowledge and accept the foregoing terms and conditions.


	
  
 	
  
 	
  
 
	
  
 	
 Consultant
 
	
  
 	
  
 
	
  
 	
 By:
 	
 /s/ Mark Ogden
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Mark Ogden
 
	
  
 	
  
 	
  
 
	
  
 	
 Date: 
 	
 October 6, 2006
 
	
  
 	
  
 	

 
 











October 17, 2007


Mr. Mark Ogden

1310 North Ritchie Court, 12-D

Chicago, Illinois 60610


	
  
 	
  
 	
  
 
	
  
 	
 Re:
 	
 Second
Amendment to Consulting Agreement dated October 5, 2005
 




Dear Mr. Ogden:


          This
letter, when signed by you, shall be the Second Amendment to the Consulting
Agreement, dated October 5, 2005 (“Agreement”).


	
  
 	
  
 	
  
 
	
  
 	
 •
 	
 Paragraph 5.1. Term and Termination.
 Paragraph 5.1 is amended as follows: “This Agreement shall expire on October
 4, 2008 unless terminated earlier as set forth herein. This Agreement may be
 renewed upon mutual agreement of the parties in writing. Either party may
 terminate this Agreement during the term hereof upon written notice to the
 other party.”
 


          All
other terms and conditions of the Agreement shall be unchanged and remain in
full force and effect.


	
  
 	
  
 	
  
 
	
  
 	
 Enzon
 Pharmaceuticals, Inc.
 
	
  
 	
  
 
	
  
 	
 By:
 	
 /s/ Craig Tooman
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Craig Tooman
 
	
  
 	
  
 	
 EVP, Finance and CFO
 
	
  
 
	
           I
 hereby acknowledge and accept the foregoing terms and conditions.
 
	
  
 
	
  
 	
 Consultant
 
	
  
 	
  
 
	
  
 	
 By:
 	
 /s/ Mark Ogden
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Mark Ogden
 
	
  
 	
  
 	
  
 
	
  
 	
 Date: 
 	
 October 17, 2007
 
	
  
 	
  
 	

 
 











September 25, 2008


Mr. Mark Ogden 

  1310 North Ritchie Court, 12-D

  Chicago, Illinois 60610 

	 
	 
	 

	 
	Re:
	Third Amendment to Consulting Agreement
            dated October 5, 2005



Dear Mr. Ogden: 

          This
    letter, when signed by you, shall be the Third Amendment to the Consulting
    Agreement, dated October 5, 2005 (“Agreement”). 

	 
	 
	 

	 
	•
	Paragraph 5.1. Term and
            Termination. Paragraph 5.1 is amended as follows: “This
            Agreement shall expire on October 4, 2009 unless terminated earlier
            as set forth herein. This Agreement may be renewed upon mutual agreement
            of the parties in writing. Either party may terminate this Agreement
            during the term hereof upon written notice to the other party.” 

	 
	 
	 

	 
	•
	Schedule B – Compensation
            and Payment Schedule is modified as follows:

	 
	 
	 

	 
	 
	Hourly Rate: $325.00












Mr. Mark Ogden

  September 25, 2008

  Page 2 

All other terms and conditions of the Agreement shall be unchanged
    and remain in full force and effect. 

	 
	 
	 

	 
	Enzon Pharmaceuticals, Inc. 

	 
	 

	 
	By: 
	/s/ Craig Tooman

	 
	 
	

    
	 
	 
	Craig Tooman

	 
	 
	EVP, Finance and CFO 



          I
    hereby acknowledge and accept the foregoing terms and conditions. 

	 
	 
	 

	 
	Consultant

	 
	 
	 

	 
	By:
	/s/ Mark Ogden

	 
	 
	

    
	 
	 
	Mark Ogden

	 
	 
	 

	 
	Date:
	September 25, 2008

	 
	 
	

    








MARK OGDEN

  1310 North Ritchie Court, 12-D

  Chicago, Illinois 60610

October 27, 2008

Enzon Pharmaceuticals, Inc.

  685 Route 202/206

  Bridgewater, New Jersey 08807

	 
	 

	Attn:
	Mr. Craig Tooman

	 
	EVP, Finance
      & CFO





	 
	 
	 

	 
	Re:
	Consulting Agreement dated October 5, 2005



Dear Mr. Tooman:

          Please
    be advised that I hereby assign the above-referenced Consulting Agreement
    to Gemsbok Advisors, LLC. All remaining terms and conditions of the Agreement
    shall remain unchanged and in full force and effect.

          Please
    sign where indicated below to evidence Enzon’s consent to this assignment.

	 
	 	 

	 
	Very truly yours, 

	 
	 
	 

	 
	GEMSBOK ADVISORS, LLC

	 
	 
	 

	 
	Consultant

	 
	 

	 
	By:
	/s/ Mark Ogden

	 
	 
	

	 
	 
	Mark Ogden

	 
	 
	 

	 
	Date: 
	October 17, 2007



Accepted and consented:

ENZON PHARMACEUTICALS, INC.

	 
	 
	 

	By:
	/s/ Craig Tooman
	 

	 
	

    	 

	 
	Craig Tooman
	 

	 
	EVP, Finance
      & CFO
	 










October 28, 2008


Mr. Mark Ogden

1310 North Ritchie Court, 12-D

Chicago, Illinois 60610


	
  
 	
  
 	
  
 
	
  
 	
 Re:
 	
 Fourth Amendment to Consulting Agreement
 dated October 5, 2005
 



Dear Mr.
Ogden:


          It has come
to our attention that you wish to amend the name under which services are
provided by you to Enzon. Accordingly, this letter, when signed by you, shall
be the Fourth Amendment to the Consulting Agreement, dated October 5, 2005
(“Agreement”).


	
  
 	
  
 	
  
 
	
  
 	
 •
 	
 The name of
 the Consultant is amended as follows: Gemsbok Advisors, LLC
 



All remaining
terms and conditions of the Agreement shall remain unchanged and in full force
and effect.


	
  
 	
  
 	
  
 	
  
 	
  
 
	
 AGREED:
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 GEMSBOK ADVISORS, LLC
 	
  
 	
 ENZON PHARMACEUTICALS, INC.
 
	
  
 	
  
 	
  
 	
  
 	
  
 
	
 By:
 	
 /s/ Mark Ogden
 	
  
 	
 By:
 	
 /s/ Craig Tooman
 
	
  
 	

 
 	
  
 	
  
 	

 
 
	
  
 	
 Mark Ogden
 	
  
 	
  
 	
 Craig Tooman
 
	
 Title:
 	
 President
 	
  
 	
  
 	
 EVP, Finance
 & CFO
 
	
  
 	

 
 	
  
 	
  
 	
  
 
	
 Date:
 	October 28, 2008.
	 
	
  
 	
 Date:
 	
 October 28, 2008.
 	 

	 	
	 	 	 	
	 











  October 6, 2009


  Mr. Mark Ogden 

  Gemsbok Advisors, LLC 

  1310 North Ritchie Court, 12-D

  Chicago, Illinois 60610 

			
	 	
    Re:    	
    Fourth Amendment to Consulting Agreement dated October 5, 2005    






  Dear Mr. Ogden:


       This letter,
  when signed by you, shall be the Fourth Amendment to the Consulting Agreement,
dated October 5, 2005 (“Agreement”). 


	 	•
	Paragraph
            5.1. Term and Termination. Paragraph
            5.1 is amended to read as follows: “This
            Agreement shall expire on October 4, 2010 unless terminated earlier
            as set forth herein. This Agreement may be renewed upon mutual agreement
            of the parties in writing. Either party may terminate this Agreement during
    the term hereof upon written notice to the other party.”



       All other terms and conditions of the Agreement shall be unchanged and remain in full force and effect. 

	
  
 	
  
 	
  
 
	
  
 	
 Enzon Pharmaceuticals, Inc.
 
	
  
 	
  
 	
  
 
	
  
 	
 By:
 	
 /s/ Craig Tooman
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Craig Tooman
 
	
  
 	
  
 	
 EVP, Finance and CFO
 







     I hereby acknowledge and accept the foregoing terms and conditions.



	
  
 	
  
 	
  
 
	
  
 	
 Gemsbok Advisors, LLC
 
	
  
 	
  
 	
  
 
	
  
 	
 By:
 	
 /s/ Mark Ogden
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Mark Ogden
 
	 
	 
	President

	 
	 
	 

	 
	Date:
	October 8, 2009

	 
	 
	
   








August 17, 2010


Mr. Mark Ogden

Gemsbok Advisors, LLC

1310 North Ritchie Court, 12-D

Chicago, Illinois 60610


	
  
 	
  
 	
  
 
	
  
 	
 Re:
 	
 Fifth Amendment to Consulting Agreement
 dated October 5, 2005
 



Dear Mr.
Ogden:


          This letter, when signed by you, shall
be the Fifth Amendment to the Consulting Agreement, dated October 5, 2005 (“Agreement”).


	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
 •
 	
 Paragraph 5.1. Term and Termination. Paragraph 5.1 is amended to read as
follows: “This Agreement shall expire on October 4, 2011 unless terminated earlier as
set forth herein. This Agreement may be renewed upon mutual agreement of the parties in writing.
Either party may terminate this Agreement during the term hereof upon written notice to the other party.”
 
	 
	 
	 

	 
	•
	Paragraph 6.2. Independent
             Contractor. Paragraph 6.2 is hereby deleted in its entirety.

	
  
 	
  
 	
  
 
	
  
 	
 •
 	
 Schedule B
 – Compensation and Payment Schedule is modified as follows:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 o
 	
 The maximum aggregate compensation allowable 10/05/2005 thru
 10/04/2011 has been increased by: $200,000
 



          All
other terms and conditions of the Agreement shall be unchanged and remain in
full force and effect.


	
  
 	
  
 	
  
 
	
  
 	
 Enzon Pharmaceuticals, Inc.
 
	
  
 	
  
 	
  
 
	
  
 	
 By:
 	
 /s/ Ralph del Campo
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 (Signature)
 
	
  
 	
 Name:
 	
 Ralph del Campo
 
	
  
 	
  
 	

 
 
	
  
 	
 Title:
 	
 Chief Operating Officer and Principal Executive Officer
 
	
  
 	
  
 	

 
 



          I
hereby acknowledge and accept the foregoing terms and conditions.


	
  
 	
  
 	
  
 
	
  
 	
 Gemsbok Advisors, LLC
 
	
  
 	
  
 	
  
 
	
  
 	
 By:
 	
 /s/ Mark Ogden
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Mark Ogden
 
	
  
 	
  
 	
 President
 
	
  
 	
 Date:
 	
 October 22, 2010