Exhibit 10.6
                      RESTRICTED STOCK UNIT AWARD AGREEMENT

         THIS  AGREEMENT,  dated  as of  _______  __,  2005,  is  between  Enzon
Pharmaceuticals,   Inc.,   a   Delaware   corporation   (the   "Company"),   and
_________________________,    an   individual   resident   of   the   State   of
___________________ ("Employee").

                                    RECITALS

         A. The Company wishes to grant to Employee, effective as of the date of
this Agreement, an award of restricted stock units of the Company's common
stock, par value $.01 per share (the "Common Stock"), on the terms and subject
to the conditions set forth in this Agreement and the Company's 2001 Stock
Incentive Plan.

         B. Employee desires to accept such grant.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:

         1. DEFINITIONS. As used in this Agreement, the following terms have the
meanings set forth below:

         "Acquiring Person" shall mean any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) who or which, together with all Affiliates and Associates of
such person, is the "beneficial owner" (as defined in Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the Company's then
outstanding securities, but shall not include the Company, or any subsidiary of
the Company.

         "Affiliate" and "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 promulgated under the Exchange Act.

         "Award" has the meaning ascribed to such term in Section 2 hereof.

         "Board" means the Board of Directors of the Company.

         A "Change in Control" shall mean:

         (a) the public  announcement  (which,  for purposes of this definition,
shall include,  without limitation,  a report filed pursuant to Section 13(d) of
the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") that any
person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, other than the Company or any of its subsidiaries,  has become
the  beneficial  owner (within the meaning of Rule 13d-3  promulgated  under the
Exchange Act) of 35% or more of the combined  voting power of the Company's then
outstanding voting securities in a transaction or series of transactions; or

         (b) the "Continuing Directors" (as defined below) cease to constitute a
majority of the Company's Board of Directors; or


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         (c) the shareholders of the Company approve:

                  (i) any  consolidation  or merger of the  Company in which the
         Company is not the continuing or surviving corporation; or

                  (ii) any  consolidation  or  merger of the  Company  following
         which either the Company or a corporation  that, prior to the merger or
         consolidation,  was a subsidiary of the Company, shall be the surviving
         entity and a majority of the then outstanding  voting securities of the
         Company (the  "Outstanding  Company Voting  Securities")  is owned by a
         Person or Persons  (as  defined in Section  13(d)(3) or 14(d)(2) of the
         Securities  Exchange Act of 1934, as amended) who were not  "beneficial
         owners" of a majority  of the  Outstanding  Company  Voting  Securities
         immediately prior to such merger or consolidation;

                  other than a merger of the  Company in which  shareholders  of
         the Company immediately prior to the merger have the same proportionate
         ownership of stock of the surviving  corporation  immediately after the
         merger; or

         (d) any sale, lease,  exchange or other transfer (in one transaction or
a series of related  transactions) of all or substantially  all of the assets of
the Company; or

         (e) any plan of liquidation or dissolution of the Company; or

         (f) the majority of the  Continuing  Directors  determine in their sole
and absolute discretion that there has been a change in control of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Common Stock" has the meaning specified in Recital A hereof.

         "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

         "Continuing Director" shall mean any person who is a member of the
Board of Directors of the Company, who, while such a person is a member of the
Board of Directors, is not an Acquiring Person (as hereinafter defined) or an
Affiliate or Associate (as hereinafter defined) of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or Associate, and
who (A) was a member of the Board of Directors on the date of this Agreement or
(B) subsequently becomes a member of the Board of Directors, if such person's
initial nomination for election or initial election to the Board of Directors is
recommended or approved by a majority of the Continuing Directors.

         "Plan" means the Company's 2001 Stock Incentive Plan, as amended from
time to time.

         "Restricted Stock Units" means the right to receive Vested Shares upon
their vesting in accordance with Section 3 below.


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<PAGE>

         "Shares" means, collectively, the shares of Common Stock subject to the
Award, whether or not such shares are Vested Shares.

         "Vested Shares" means the Shares with respect to which the Restricted
Stock Units have vested at any particular time.

         2. AWARD.  The  Company,  effective  as of the date of this  Agreement,
hereby grants to Employee  _______________  Restricted Stock Units (the "Award")
representing  the right to receive  ____________  Vested Shares,  subject to the
terms and conditions set forth herein and in the Plan.

         3. VESTING.

         (a)  Subject  to the  terms  and  conditions  of  this  Agreement,  the
Restricted  Stock Units awarded  hereunder to Employee shall vest and become the
right to receive Vested Shares in accordance with the following schedule:

                                           Percentage or Number of
 On Each of the Following Dates              Shares that Vest
---------------------------------     -------------------------------
       ________ __, 200_                           __%
       ________ __, 200_                           __%
       ________ __, 200_                           __%
       ________ __, 200_                           __%


         (b)  Notwithstanding  the vesting provisions  contained in Section 3(a)
above,  but  subject to the other  terms and  conditions  set forth  herein,  if
Employee  has been  continuously  employed  by the  Company  until the date of a
Change In  Control of the  Company,  all of the  Restricted  Stock  Units  shall
immediately vest on the date of such Change In Control.

         (c) In the event of the  disability  (within  the  meaning  of  Section
22(e)(3) of the Code) or death of Employee,  if Employee  has been  continuously
employed by the Company until the date of such disability or death,  Employee or
his estate shall become immediately vested, as of the date of such disability or
death, in all of the Restricted Stock Units subject to the Award.

(d) Except as provided in Section 3(c) and any effective employment agreements
that Employee might have with the Company, if Employee ceases to be an employee
for any reason prior to the vesting of the Restricted Stock Units pursuant to
Sections 3(a) or 3(b) hereof, Employee's rights to all of the Restricted Stock
Units (and the Shares subject to the Award) not vested on the date that Employee
ceases to be an employee shall be immediately and irrevocably forfeited and the
Employee will retain no rights with respect to the forfeited units.

         4. ADDITIONAL RESTRICTION ON TRANSFER OF RESTRICTED STOCK UNITS.

         The Restricted Stock Units cannot be sold, assigned, transferred,
gifted, pledged, hypothecated, or in any manner encumbered or disposed of at any
time prior to delivery of the Shares underlying the Restricted Stock Units after
the Restricted Stock Units have vested pursuant to Section 3 above.

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         5. ISSUANCE AND CUSTODY OF CERTIFICATE; REPRESENTATIONS OF EMPLOYEE.

         (a) Subject to the  restrictions in this Section 5, upon vesting of the
Restricted Stock Units and following payment of any applicable withholding taxes
pursuant to section 8 of this Agreement,  the Company shall promptly cause to be
issued and delivered to Employee a certificate or  certificates  evidencing such
Vested  Shares,  free of any  restrictive  legends and registered in the name of
Employee or in the name of Employee's  legal  representatives,  beneficiaries or
heirs,  as the case may be, and shall cause such  certificate or certificates to
be delivered to Employee or Employee's legal  representatives,  beneficiaries or
heirs.

         (b) The  issuance  of any Common  Stock in  accordance  with this Award
shall only be  effective  at such time that the sale or issuance of Common Stock
pursuant to this Agreement  will not violate any state or federal  securities or
other laws.

         (c) At any time after the  vesting of the  Restricted  Stock  Units and
prior to the issuance of the Vested Shares, if the issuance of the Vested Shares
to the  Employee is  prohibited  due to  limitations  under this  Section 5, the
Company shall use its reasonable best efforts to remove such limitations, unless
such  limitations  relate  solely  to  Employee's  personal  situation.  If such
limitations relate solely to Employee's personal situation, the Company will use
its  reasonable  best efforts to cooperate  with the Employee in resolving  such
limitation.

         6. RIGHTS AS SHAREHOLDER.  Prior to the Restricted  Stock Units vesting
and Employee  receiving  his shares of Common Stock  underlying  the  Restricted
Stock Units  pursuant to Section 5 above,  Employee  shall not have ownership or
rights of ownership of any Common Stock  underlying the  Restricted  Stock Units
awarded   hereunder.   Employee  shall  not  be  entitled  to  receive  dividend
equivalents on the Restricted Stock Units awarded.

         7.  DISTRIBUTIONS  AND ADJUSTMENTS.  In accordance with Section 4(C) of
the  Plan,  the Award  shall be  subject  to  adjustment  in the event  that any
distribution, recapitalization, reorganization, merger or other event covered by
Section 4(C) of the Plan shall occur.

         8. TAXES. In order to provide the Company with the opportunity to claim
the  benefit  of any  income  tax  deduction  which  may be  available  to it in
connection  with this restricted  stock unit award,  and in order to comply with
all applicable  federal or state tax laws or  regulations,  the Company may take
such action as it deems appropriate to insure that, if necessary, all applicable
federal or state income and social security taxes are withheld or collected from
Employee.

         9. EMPLOYEE'S  EMPLOYMENT.  Nothing in this Agreement shall confer upon
Employee  any  right to  continue  in the  employ of the  Company  or any of its
subsidiaries or interfere with the right of the Company or its subsidiaries,  as
the case may be, to terminate  Employee's  employment or to increase or decrease
Employee's compensation at any time.

         10. NOTICES. All notices, claims, certificates,  requests, demands, and
other  communications  hereunder shall be in writing and shall be deemed to have
been duly given and delivered if  personally  delivered or if sent by nationally
recognized  overnight courier,  by facsimile or by registered or certified mail,
return receipt requested and postage prepaid, addressed as follows:

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<PAGE>

         (a) If to the Company, to it at:


                           Enzon Pharmaceuticals, Inc.
                           685 Route 202/206
                          Bridgewater, New Jersey 08807
                              Attn: General Counsel


         (b) If to Employee,  to him at such Employee's address as most recently
supplied to the Company and set forth in the Company's records; or

         (c) to such other  address  as the party to whom  notice is to be given
may have furnished to the other party in writing in accordance herewith.

         Any such notice or communication shall be deemed to have been received
(i) in the case of personal delivery, on the date of such delivery (or if such
date is not a business day, on the next business day), (ii) in the case of
nationally-recognized overnight courier, on the next business day after the date
sent, (iii) in the case of facsimile transmission, when received (or if not sent
on a business day, on the next business day after the date sent), and (iv) in
the case of mailing, on the third business day following the date on which the
piece of mail containing such communication is posted.

         11.  WAIVER OF BREACH.  The  waiver by either  party of a breach of any
provision  of this  Agreement  must be in  writing  and shall not  operate or be
construed as a waiver of any other or subsequent breach.

         12. UNDERTAKING.  Both parties hereby agree to take whatever additional
actions and execute  whatever  additional  documents  either  party may in their
reasonable  judgment deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions  imposed on the other party under
the provisions of this Agreement.

         13. PLAN PROVISIONS CONTROL. The Award is made subject to the terms and
provisions  of the  Plan.  In the  event  that any  provision  of the  Agreement
conflicts with or is inconsistent in any respect with the terms of the Plan, the
terms of the Plan shall control.

         14.  GOVERNING LAW. This Agreement  shall be governed by, and construed
in accordance with, the laws of the State of Delaware  (without giving effect to
principles of conflicts of laws).

         15.  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  and each such counterpart shall be deemed to be an original,  but
all such counterparts together shall constitute but one agreement.

         16.  ENTIRE   AGREEMENT.   This   Agreement  (and  the  other  writings
incorporated  by reference  herein,  including the Plan)  constitutes the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes  all  prior  or   contemporaneous   written  or  oral   negotiations,
commitments, representations, and agreements with respect thereto.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.



                       ENZON PHARMACEUTICALS, INC.


                       By:
                                --------------------------------------
                                Name:
                                Title:

                       EMPLOYEE


                                 -------------------------------------
                                 Name:

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