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                                                                    Exhibit 10.3


                           ENZON PHARMACEUTICALS, INC.
               NON-QUALIFIED STOCK OPTION CERTIFICATE & AGREEMENT

                                                     Grant Date:

                                                        Certificate No.:


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         <S>                                           <C>

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                            SUMMARY GRANT INFORMATION
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         EMPLOYEE:
         --------------------------------------------- ---------------------------------------------------

         NUMBER OF SHARES:
         --------------------------------------------- ---------------------------------------------------

         EXERCISE PRICE:
         --------------------------------------------- ---------------------------------------------------

         PLAN:                                         2001 Incentive Stock Plan
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         TERMINATION DATE:                             _________ (subject to earlier termination,
                                                       as set forth below)
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                               VESTING INFORMATION
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                                                        Number of Shares at to which the Option Becomes
                             Date                                         Exercisable
         --------------------------------------------- ---------------------------------------------------

                       January 5, 2006
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                       January 5, 2007
         --------------------------------------------- ---------------------------------------------------

                       January 5, 2008
         --------------------------------------------- ---------------------------------------------------

                       January 5, 2009
         --------------------------------------------- ---------------------------------------------------
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         In accordance with the terms and conditions of the Plan and the
Employment Agreement between Employee and the Company of even date herewith (the
"Employment Agreement") and the mutual promises and undertakings contained in
the attached pages, intending to be legally bound, the parties hereto agree to
the provisions set forth in the Option Terms attached hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.

ENZON PHARMACEUTICALS, INC.                       EMPLOYEE



By:_________________________________              ______________________________
                                                            Signature

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                                  Option Terms

         1. Grant of Option. The Company hereby grants Employee the right and
option (the "Option") to purchase all or any part of an aggregate of the number
of shares of the Company's common stock, par value $0.01 per share (the "Common
Stock") set forth above, at the price per share set forth above (the "Exercise
Price") on the terms and conditions set forth in this Agreement, in the Plan and
in the Employment Agreement. It is understood and agreed that the Exercise Price
is the per share Fair Market Value (as defined in the Plan) of such shares on
the date of this Agreement. The Option is not intended to be an Incentive Stock
Option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). The Option is issued pursuant to the Plan and is
subject to its terms. A copy of the Plan has been furnished to Employee.
Employee hereby confirms he/she has received and thoroughly read the Plan. The
Company invites and encourages Employee to contact any member of the Company's
Human Resources Department with any questions he/she may have regarding the Plan
or this Agreement.

         2. Expiration. The Option shall terminate at the close of business on
the termination date set forth above or earlier as is prescribed herein.
Employee shall not have any of the rights of a shareholder with respect to the
shares subject to the Option until such shares shall be issued to Employee upon
the proper exercise of the Option.

         3. Vesting of Option Rights. Except as otherwise provided in Section 5
of this Agreement, the Option shall become exercisable in portions in accordance
with the schedule set forth above.

         4. Exercise of Option after Termination of Employment. 5. The
exercisability of this Option after termination of Employee's employment with
the Company shall be as set forth in the Employment Agreement.

         5. Acceleration of Exercisability. The acceleration of the
exercisability of this Option shall be as set forth in the Employment Agreement.

         6. Definitions. All capitalized terms used, but not defined herein, if
any, shall have the meanings given them in the Employment Agreement.

         7. Transfer and Assignment. The Option may only be transferred or
assigned in accordance with subsection 10(d) of this Agreement.

         8. Method of Exercise of Option. Subject to the foregoing and the other
terms and conditions hereof, and provided that the sale of the Company's shares
pursuant to such exercise will not violate any state or federal securities or
other laws, the Option may be exercised in whole or in part from time to time by
Employee or other proper party serving written notice of exercise on the Company
at its principal office within the period during which the Option is exercisable
as provided in this Agreement. The notice shall state the number of shares as to
which the Option is being exercised and shall be accompanied by payment in full
of the Exercise Price for all shares designated in the notice. Payment of the
Exercise Price shall be made in cash (including bank check, personal check or
money order payable to the Company), or, with the approval of the Company (which
may be given in its sole discretion), by delivering to the Company for
cancellation shares of the Company's Common Stock already owned by Employee
having a Fair Market Value equal to the full purchase price of the shares being
acquired or a combination of cash and such shares.

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         9. Miscellaneous.

                  (a) In the event that any provision of this Agreement
         conflicts with or is inconsistent in any respect with the terms of the
         Plan, the terms of the Plan shall control. To the extent there is any
         conflict among the provisions of this Agreement and those of the
         Employment Agreement, the Employment Agreement shall take precedence.
         To the extent there is any conflict among the provisions of this
         Agreement and those of the Plan, this Agreement shall take precedence.

                  (b) Neither the Plan nor this Agreement shall (i) be deemed to
         give any individual a right to remain an employee of the Company, (ii)
         restrict the right of the Company to discharge any employee, with or
         without cause, or (iii) be deemed to be a written contract of
         employment.

                  (c) The exercise of all or any parts of the Option shall only
         be effective at such time that the sale of shares of Common Stock
         pursuant to such exercise will not violate any state or federal
         securities or other laws.

                  (d) The Option shall not be transferred, except by will or the
         laws of descent and distribution to the extent provided in Section
         4(c), and, except for as provided in the Plan or this Agreement, during
         the Employee's lifetime the Option is exercisable only by the Employee.
         Notwithstanding the foregoing, Employee may transfer the Option to any
         Family Member, provided, however, that (i) Employee may not receive any
         consideration for such transfer, (ii) the Family Member must agree in
         writing not to make any subsequent transfers of the Option other than
         by will or the laws of the descent and distribution and (iii) the
         Company receives prior written notice of such transfer. For purposes of
         this Section 10(d), the definition of Family Member shall be the
         definition adopted by the Committee administering the Plan as of the
         date of the attempted transfer of the Option.

                  (e) If there shall be any change in the Common Stock subject
         to the Option through merger, consolidation, reorganization,
         recapitalization, dividend or other distribution, stock split or other
         similar corporate transaction or event of the Company, appropriate
         adjustments shall be made by the Company in the number and type of
         shares (or other securities or other property) and the price per share
         of the shares subject to the Option in order to prevent dilution or
         enlargement of the Option rights granted hereunder; provided, however,
         that the number of shares subject to the Option shall always be a whole
         number.

                  (f) The Company shall at all times during the term of the
         Option reserve and keep available such number of shares of the
         Company's Common Stock as will be sufficient to satisfy the
         requirements of this agreement.

                  (g) In order to provide the Company with the opportunity to
         claim the benefit of any income tax deduction which may be available to
         it upon the exercise of the Option and in order to comply with all
         applicable federal or state income tax laws or regulations, the Company
         may take such action as it deems appropriate to insure that, if
         necessary, all applicable federal or state payroll, withholding, income
         or other taxes are withheld or collected from Employee.

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(h)      The Company, in its sole and absolute discretion, may allow Employee to
         satisfy Employee's federal and state income tax withholding obligations
         upon exercise of the Option by (i) having the Company withhold a
         portion of the shares of Common Stock otherwise to be delivered upon
         exercise of the Option having a Fair Market Value equal to the amount
         of federal and state income tax required to be withheld upon such
         exercise, in accordance with such rules as the Company may from time to
         time establish, or (ii) delivering to the Company shares of its Common
         Stock other than the shares issuable upon exercise of the Option with a
         Fair Market Value equal to such taxes, in accordance with such rules.




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