##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Transition Period from  to
 Commission file number 0-12957
 Enzon Pharmaceuticals, Inc.
  Delaware
(State of incorporation)
    
    22-2372868
(I.R.S. Employer Identification No.)685 Route 202/206, Bridgewater, New Jersey
(Address of principal executive offices)
    
    08807
(Zip Code)
 
 
 
 þ o
  o þ o
 o þ




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TABLE OF CONTENTS  PART I FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II OTHER INFORMATIONItem 6. ExhibitsSIGNATURESEX-10.1: AMENDED AND RESTATED EMPLOYMENT AGREEMENTEX-10.2: 2007 OUTSIDE DIRECTOR COMPENSATION PLANEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    Table of Contents  
 PART I FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
 March 31, 2007
    
    
    December 31, 2006*ASSETSCurrent assets:Cash and cash equivalents
    
    $
    22,360
    
    
    $
    28,431Short-term investments
    
    
    141,983
    
    
    
    145,113Accounts receivable, net of allowance for
doubtful accounts of $342 at March 31, 2007 and
$245 at December 31, 2006
    
    
    13,264
    
    
    
    15,259Inventories
    
    
    20,900
    
    
    
    17,618Other current assets
    
    
    9,812
    
    
    
    5,890Total current assets
    
    
    208,319
    
    
    
    212,311Property and equipment, net of accumulated
depreciation of $27,896 at March 31, 2007 and
$26,506 at December 31, 2006
    
    
    44,446
    
    
    
    39,491Marketable securities
    
    
    34,099
    
    
    
    67,061Amortizable intangible assets, net
    
    
    75,910
    
    
    
    78,510Other assets
    
    
    6,035
    
    
    
    6,457Total assets
    
    $
    368,809
    
    
    $
    403,830LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    11,852
    
    
    $
    24,918Accrued expenses
    
    
    16,086
    
    
    
    34,967Total current liabilities
    
    
    27,938
    
    
    
    59,885Notes payable
    
    
    393,642
    
    
    
    397,642Other liabilities
    
    
    2,711
    
    
    
    2,744Total liabilities
    
    
    424,291
    
    
    
    460,271Commitments and contingenciesStockholders deficit:Preferred stock  $.01 par value, authorized
3,000,000 shares; no shares issued and
outstanding at March 31, 2007 and December
31, 2006
    
    
    
    
    
    
    Common stock  $.01 par value, authorized
170,000,000 shares; issued and outstanding
44,061,961 shares at March 31, 2007
and 43,999,031 shares at December 31, 2006
    
    
    441
    
    
    
    440Additional paid-in capital
    
    
    328,469
    
    
    
    326,099Accumulated other comprehensive income (loss)
    
    
    27
    
    
    
    (414
    )Accumulated deficit
    
    
    (384,419
    )
    
    
    (382,566
    )Total stockholders deficit
    
    
    (55,482
    )
    
    
    (56,441
    )Total liabilities and stockholders deficit
    
    $
    368,809
    
    
    $
    403,830
 
 *
    
    Condensed from audited financial statements.  2




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Three months endedMarch 31,2007
    
    
    2006Revenues:Product sales, net
    
    $
    22,649
    
    
    $
    24,275Royalties
    
    
    16,344
    
    
    
    17,248Contract manufacturing
    
    
    2,495
    
    
    
    3,206Total revenues
    
    
    41,488
    
    
    
    44,729Costs and expenses:Cost of product sales and contract manufacturing
    
    
    11,464
    
    
    
    10,549Research and development
    
    
    13,240
    
    
    
    7,003Selling, general and administrative
    
    
    16,190
    
    
    
    15,838Amortization of acquired intangible assets
    
    
    185
    
    
    
    189Restructuring charge
    
    
    569
    
    
    
    Total costs and expenses
    
    
    41,648
    
    
    
    33,579Operating (loss) income
    
    
    (160
    )
    
    
    11,150Other income (expense):Investment income, net
    
    
    2,577
    
    
    
    15,816Interest expense
    
    
    (4,553
    )
    
    
    (4,881
    )Other, net
    
    
    90
    
    
    
    (241
    )(1,886
    )
    
    
    10,694(Loss) income before income tax (benefit) provision
    
    
    (2,046
    )
    
    
    21,844Income tax (benefit) provision
    
    
    (193
    )
    
    
    136Net (loss) income
    
    $
    (1,853
    )
    
    $
    21,708(Loss) earnings per common share  basic
    
    $
    (0.04
    )
    
    $
    0.50(Loss) earnings per common share  diluted
    
    $
    (0.04
    )
    
    $
    0.50Weighted average shares  basic
    
    
    43,862
    
    
    
    43,524Weighted average shares  diluted
    
    
    43,862
    
    
    
    43,524
  3




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three months endedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net (loss) income
    
    $
    (1,853
    )
    
    $
    21,708Adjustments to reconcile net (loss) income to net cash (used
in) provided by operating activities:Depreciation and amortization
    
    
    3,997
    
    
    
    3,292Stock-based compensation
    
    
    2,084
    
    
    
    898Gain on sale of investments
    
    
    
    
    
    
    (13,824
    )Amortization of debt issue costs
    
    
    438
    
    
    
    448Gain on redemption of notes payable
    
    
    (64
    )
    
    
    Amortization
of debt securities premium/discount
    
    
    82
    
    
    
    193Changes in operating assets and liabilities
    
    
    (19,705
    )
    
    
    (9,206
    )Net cash (used in) provided by operating activities
    
    
    (15,021
    )
    
    
    3,509Cash flows from investing activities:Purchase of property and equipment
    
    
    (6,352
    )
    
    
    (1,319
    )Proceeds from sale of equity investment
    
    
    
    
    
    
    20,209Purchase of product rights
    
    
    (17,500
    )
    
    
    (35,000
    )Proceeds from sale of marketable securities
    
    
    67,355
    
    
    
    88,350Purchase of marketable securities
    
    
    (90,695
    )
    
    
    (127,298
    )Maturities of marketable securities
    
    
    59,792
    
    
    
    Net cash provided by (used in) investing activities
    
    
    12,600
    
    
    
    (55,058
    )Cash flows from financing activities:Redemption of notes payable
    
    
    (3,936
    )
    
    
    Proceeds from exercise of common stock options
    
    
    286
    
    
    
    Net cash used in financing activities
    
    
    (3,650
    )
    
    
    Net decrease in cash and cash equivalents
    
    
    (6,071
    )
    
    
    (51,549
    )Cash and cash equivalents at beginning of period
    
    
    28,431
    
    
    
    76,497Cash and cash equivalents at end of period
    
    $
    22,360
    
    
    $
    24,948
  4




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 (1) Organization and Basis of Presentation
  (2) Marketable Securities
     5




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Holding Gains
    
    
    Holding Losses
    
    
    Value*U.S. government and GSE debt
    
    $
    27,003
    
    
    $
    
    
    
    $
    (143
    )
    
    $
    26,860U.S. corporate debt
    
    
    127,930
    
    
    
    5
    
    
    
    (157
    )
    
    
    127,778Auction rate securities
    
    
    19,475
    
    
    
    
    
    
    
    
    
    
    
    19,475Other
    
    
    1,699
    
    
    
    270
    
    
    
    
    
    
    
    1,969$
    176,107
    
    
    $
    275
    
    
    $
    (300
    )
    
    $
    176,082
 
 *
    
    $141,983 is included in short-term investments and $34,099 is included in marketable
securities.  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Holding Gains
    
    
    Holding Losses
    
    
    Value*U.S. government and GSE debt
    
    $
    36,003
    
    
    $
    
    
    
    $
    (260
    )
    
    $
    35,743U.S. corporate debt
    
    
    133,904
    
    
    
    7
    
    
    
    (230
    )
    
    
    133,681Auction rate securities
    
    
    40,350
    
    
    
    
    
    
    
    
    
    
    
    40,350Other
    
    
    2,374
    
    
    
    26
    
    
    
    
    
    
    
    2,400$
    212,631
    
    
    $
    33
    
    
    $
    (490
    )
    
    $
    212,174
 
 *
    
    Included in short-term investments $145,113 and marketable securities $67,061 at December 31,
2006.  Twelve-MonthPeriods Ending
    
    Amortized
    
    
    FairMarch 31,
    
    Cost
    
    
    Value2008
    
    $
    141,992
    
    
    $
    141,7452009
    
    
    15,241
    
    
    
    15,193Maturities beyond five years
    
    
    17,175
    
    
    
    17,175$
    174,408
    
    
    $
    174,113
  6




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  Less Than 12 Months
    
    
    12 Months or GreaterFair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Loss
    
    
    Value
    
    
    LossU.S. government and GSE debt (1)
    
    $
    3,995
    
    
    $
    (5
    )
    
    $
    22,865
    
    
    $
    (138
    )U.S. corporate debt (2)
    
    
    103,179
    
    
    
    (124
    )
    
    
    8,260
    
    
    
    (33
    )Total
    
    $
    107,174
    
    
    $
    (129
    )
    
    $
    31,125
    
    
    $
    (171
    )
 
 (1)
    
    U.S. government and government-sponsored enterprise (GSE) debt. The unrealized
losses of $143,000 in the U.S. Government and GSE mortgage-backed securities were attributable to
increases in interest rates. These holdings do not permit the issuer to settle the securities at a
price less than the amortized cost. Further, because the declines in market value are due to
increases in interest rates and not the credit quality of the issuer, and the Company has the
ability and the intent to hold these investments until recovery of the cost, the Company does not
consider its investments in U.S. Government and GSE debt to be other-than-temporarily impaired at
March 31, 2007.(2)
    
    U.S. corporate debt. The unrealized losses of $157,000 on the U.S. corporate debt
were attributable to increases in interest rates, as well as bond pricing. The Company invests in
bonds that are rated A1 or better, as dictated by its investment policy. Since the changes in the
market value of these investments are due to changes in interest rates and not the credit quality
of the issuer, and the Company has the ability and intent to hold these investments until recovery
of the cost, the Company does not consider its investments in U.S. corporate debt to be
other-than-temporarily impaired at March 31, 2007. (3) Comprehensive (Loss) Income
  Three months ended March 31,2007
    
    
    2006Net (loss) income
    
    $
    (1,853
    )
    
    $
    21,708Other comprehensive income:Unrealized gain on securities
that arose during the period, net of tax (1)
    
    
    441
    
    
    
    13,881Reclassification adjustment
for gain included in net
(loss) income, net of tax(1)
    
    
    
    
    
    
    (13,844
    )Total other comprehensive income
    
    
    441
    
    
    
    37Comprehensive (loss) income
    
    $
    (1,412
    )
    
    $
    21,745
 
 (1)
    
    Information has not been tax-effected due to an estimated annual effective
tax rate of zero. 7




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 (4) Earnings Per Common Share
    (5) Share-Based Compensation
  NonvestedOptions
    
    
    SharesOutstanding at December 31, 2006
    
    
    6,708
    
    
    
    1,458Granted
    
    
    1,970
    
    
    
    331Exercised and vested
    
    
    (65
    )
    
    
    (7
    )Expired and forfeited
    
    
    (85
    )
    
    
    (23
    )Outstanding at March 31, 2007
    
    
    8,528
    
    
    
    1,759Options vested and expected to vest at March 31, 2007
    
    
    7,462Options exercisable at March 31, 2007
    
    
    4,835
  8




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 (6) Inventories
  March 31, 2007
    
    
    December 31, 2006Raw materials
    
    $
    8,296
    
    
    $
    7,321Work in process
    
    
    6,335
    
    
    
    4,444Finished goods
    
    
    6,269
    
    
    
    5,853$
    20,900
    
    
    $
    17,618
 (7) Intangible Assets
  WeightedAverageRemainingMarch 31, 2007
    
    
    December 31, 2006
    
    
    Useful LivesProduct acquisition costs
    
    $
    78,694
    
    
    $
    78,694
    
    
    7 yearsProduct patented technology
    
    
    6,000
    
    
    
    6,000
    
    
    8 yearsManufacturing patent
    
    
    9,000
    
    
    
    9,000
    
    
    8 yearsPatent
    
    
    1,875
    
    
    
    1,875
    
    
    
    *95,569
    
    
    
    95,569
    
    
    7 yearsLess: Accumulated amortization
    
    
    19,659
    
    
    
    17,059$
    75,910
    
    
    $
    78,510
 
 *
    
    fully amortized   (8) Notes Payable
  March 31, 2007
    
    
    December 31, 20064.5% Convertible Subordinated Notes due July 1, 2008
    
    $
    118,642
    
    
    $
    122,6424% Convertible Senior Notes due June 1, 2013
    
    
    275,000
    
    
    
    275,000$
    393,642
    
    
    $
    397,642
 9




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
        (9) Restructuring
  10




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
   (10) Supplemental Cash Flow Information
  (11) Income Taxes
     (12) Segment Information
  Products
 11




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 Royalties
 Contract Manufacturing
   ContractSegment
    
    
    
    
    
    Products
    
    Royalties
    
    Manufacturing
    
    Corporate(1)
    
    ConsolidatedRevenues
    
    
    2007
    
    
    $
    22,649
    
    
    $
    16,344
    
    
    $
    2,495
    
    
    $
    
    
    
    $
    41,4882006
    
    
    $
    24,275
    
    
    $
    17,248
    
    
    $
    3,206
    
    
    $
    
    
    
    $
    44,729Profit (Loss)(2)
    
    
    2007
    
    
    $
    2,366
    
    
    $
    16,344
    
    
    $
    41
    
    
    $
    (20,797
    )
    
    $
    (2,046
    )2006
    
    
    $
    6,620
    
    
    $
    17,248
    
    
    $
    772
    
    
    $
    (2,796
    )
    
    $
    21,844
 
 (1)
    
    Corporate expenses include operating (loss) income components that are not
directly attributable to an operating segment, including general and administrative expenses,
treasury activities and exploratory, preclinical and clinical research and development not
specifically identifiable with existing marketed products or product
candidates that have not entered Phase III clinical trials.(2)
    
    Starting in the fourth quarter of 2006, the Company began evaluating the performance
of the Products segment with the inclusion of research and development costs related to marketed
products and new indications for those products. Segment profit for prior periods reflects
reclassifications for comparability.  Three Months Ended March 31,2007
    
    
    2006Segment profit
    
    $
    18,751
    
    
    $
    24,640Unallocated operating expense
    
    
    (18,911
    )
    
    
    (13,490
    )Operating income (loss)
    
    
    (160
    )
    
    
    11,150Other corporate income and expense
    
    
    (1,886
    )
    
    
    10,694(Loss) income before income tax
(benefit) provision
    
    $
    (2,046
    )
    
    $
    21,844
 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
 TM
 Results of Operations
 Three Months Ended March 31, 2007 and 2006
 Overview
    Three Months EndedMarch
    
    
    %
    
    
    March2007
    
    
    Change
    
    
    2006Products Segment profit
    
    $
    2.4
    
    
    
    (64
    )
    
    $
    6.6Royalty Segment profit
    
    
    16.3
    
    
    
    (5
    )
    
    
    17.2Contract Manufacturing Segment profit
    
    
    
    
    
    
    (100
    )
    
    
    0.8Corporate and other expenses*
    
    
    (20.8
    )
    
    
    n.m.
    
    
    
    (2.8
    )Income (loss) before income tax
provision (benefit)
    
    $
    (2.1
    )
    
    
    n.m.
    
    
    $
    21.8
 
 *
    
    We do not allocate certain corporate income and expenses not directly identifiable with the
respective segments, including general and administrative expenses, exploratory and
preclinical research and development expenses, depreciation, interest income, interest expense
and income taxes. Research and development expense is considered a
corporate expense unless it relates to an existing marketed product
or a
product candidate enters Phase III clinical trials at which time related costs would be
chargeable to one of our operating segments.n.m.  not meaningful 13




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Products Segment
  Three Months EndedMarch
    
    
    %
    
    
    March2007
    
    
    Change
    
    
    2006Revenues
    
    $
    22.7
    
    
    
    (7
    )
    
    $
    24.3Cost of sales
    
    
    9.0
    
    
    
    11
    
    
    
    8.1Research and development
    
    
    2.4
    
    
    
    91
    
    
    
    1.3Selling and marketing
    
    
    8.1
    
    
    
    
    
    
    
    8.1Amortization of intangibles
    
    
    0.2
    
    
    
    (2
    )
    
    
    0.2Restructuring
    
    
    0.6
    
    
    
    n.m.
    
    
    
    Segment profit
    
    $
    2.4
    
    
    
    (64
    )
    
    $
    6.6
 
 n.m.  not meaningful Revenues
  Three Months EndedMarch
    
    
    %
    
    
    MarchProduct
    
    
    2007
    
    
    Change
    
    
    2006Oncaspar
    
    $
    7.5
    
    
    
    16
    
    
    $
    6.4DepoCyt
    
    
    2.4
    
    
    
    14
    
    
    
    2.1Abelcet
    
    
    7.7
    
    
    
    (27
    )
    
    
    10.5Adagen
    
    
    5.1
    
    
    
    (4
    )
    
    
    5.3Totals
    
    $
    22.7
    
    
    
    (7
    )
    
    $
    24.3
   Cost of sales
  14




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Research and development
  Selling and marketing expenses
  Amortization of acquired intangible assets
  Restructuring
    Royalties Segment
  Three Months EndedMarch
    
    %
    
    March2007
    
    Change
    
    2006Royalty revenue
    
    $
    16.3
    
    
    
    (5)
    
    
    $
    17.2
  15




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Costs and expenses
  Contract Manufacturing Segment
  Three Months EndedMarch
    
    
    %
    
    
    March2007
    
    
    Change
    
    
    2006Revenues
    
    $
    2.5
    
    
    
    (22)
    
    
    $
    3.2Cost of sales
    
    
    2.5
    
    
    
    1
    
    
    
    2.4Segment profit
    
    $
    
    
    
    
    (100)
    
    
    $
    0.8
 Revenues
  Cost of sales
  Non-U.S Revenue
  Corporate and Other Expense
  Three Months EndedMarch
    
    
    %
    
    
    March2007
    
    
    Change
    
    
    2006Research and development
    
    $
    10.8
    
    
    
    89
    
    
    $
    5.7General and administrative
    
    
    8.1
    
    
    
    5
    
    
    
    7.7Other (income) expense:Investment
income, net
    
    
    (2.6
    )
    
    
    (84)
    
    
    
    (15.8
    )Interest expense
    
    
    4.6
    
    
    
    (7)
    
    
    
    4.9Other, net
    
    
    (0.1
    )
    
    
    n.m.
    
    
    
    0.31.9
    
    
    
    n.m.
    
    
    
    (10.6
    )Corporate and other expenses
    
    $
    20.8
    
    
    
    n.m.
    
    
    $
    2.8
 
 n.m.  not meaningful Research and development.
 16




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General and
administrative.
 Other (income) expense.
    Income taxes
     Liquidity and Capital Resources
    17




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##### Table of Contents



Off-Balance Sheet Arrangements
    Contractual Obligations
    Critical Accounting Policies and Estimates
  18




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Revenues
     19




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##### Table of Contents



March 31, 2007
    
    
    December 31, 2006Accounts Receivable ReductionsChargebacks
    
    $
    2,787
    
    
    $
    3,388Cash discounts
    
    
    155
    
    
    
    168Other (including returns)
    
    
    1,919
    
    
    
    1,767Total
    
    
    4,861
    
    
    
    5,323Accrued liabilitiesMedicaid rebates
    
    
    855
    
    
    
    1,335Administrative fees
    
    
    200
    
    
    
    205Total
    
    
    1,055
    
    
    
    1,540Grand Total
    
    $
    5,916
    
    
    $
    6,863
   Income Taxes
   Available-for-Sale Securities
  Long-Lived Assets
  20




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##### Table of Contents



Share-Based Payment
    Recently Issued Accounting Standards
   Factors That May Affect Future Results
  
    
    The risk that we will not achieve success in our research and development efforts,
including clinical trials conducted by us or our collaborative partners.
    
    The risk that we will experience operating losses for the next several years.
 21




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
    
    The risk that there will be a decline in sales of one or more of our marketed products
or products sold by others from which we derive royalty revenues. Such sales declines
could result from increased competition, loss of patent protection, pricing, supply
shortages and/or regulatory constraints.
    
    The risk that we will be unable to obtain critical compounds used in the manufacture of
our products at economically feasible prices or at all, or one of our key suppliers will
experience manufacturing problems or delays.
    
    Decisions by regulatory authorities regarding whether and when to approve our regulatory
applications as well as their decisions regarding labeling and other matters could affect
the commercial potential of our products or developmental products.
    
    The risk that we will fail to obtain adequate financing to meet our future capital and
financing needs.
    
    The risk that key personnel will leave the Company.
  22




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
   MaturitiesBeyond2008
    
    
    2009
    
    
    Five Years
    
    
    Total
    
    
    Fair ValueFixed Rate
    
    $
    116,940
    
    
    $
    10,941
    
    
    $
    
    
    
    $
    127,881
    
    
    $
    127,670Average Interest Rate
    
    
    4.88
    %
    
    
    4.42
    %
    
    
    
    
    
    
    4.85
    %Variable rate
    
    
    25,052
    
    
    
    4,300
    
    
    
    17,175
    
    
    
    46,527
    
    
    
    46,443Average interest rate
    
    
    4.55
    %
    
    
    4.42
    %
    
    
    5.27
    %
    
    
    4.80
    %$
    141,992
    
    
    $
    15,241
    
    
    $
    17,175
    
    
    $
    174,408
    
    
    $
    174,113
    23




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Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  Changes in Internal Controls
  24




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##### Table of Contents



Part II OTHER INFORMATION
 
 Item 6. Exhibits
  Exhibit
    
    
    
    ReferenceNumber
    
    Description
    
    No.3(i)
    
    Amended and Restated Certificate of Incorporation
    
    
    
    
    (1
    )3(ii)
    
    Amended and Restated By-laws
    
    
    
    
    (2
    )4.1
    
    Rights Agreement dated May 17, 2002 between the
Company and Continental Stock Transfer Trust
Company, as rights agent
    
    
    
    
    (3
    )4.2
    
    First Amendment to the Rights Agreement, dated as
of February 19, 2003 between the Company and
Continental Stock Transfer & Trust Company, as
rights agent
    
    
    
    
    (4
    )10.1
    
    Amended and Restated Employment
Agreement with Jeffrey H. Buchalter dated April 27, 2007**
    
    
    
    
    *10.2
    
    2007 Outside Director Compensation
Plan**
    
    
    
    
    *31.1
    
    Certification of Principal Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
    
    
    
    
    *31.2
    
    Certification of Principal Accounting Officer
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
    
    
    
    
    *32.1
    
    Certification of Principal Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
    
    
    
    
    *32.2
    
    Certification of Principal Accounting Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
    
    
    
    
    *
 
 *
    
    Filed herewith.**
    
    Management contracts or compensatory plans and arrangements
required to be filed pursuant to Item 601(b)(10)(ii)(A) or (iii) of
Regulation S-K.Referenced exhibit was previously filed with the Commission as an exhibit to the
Companys filing indicated below and is incorporated herein by reference to that filing:(1)
    
    Current Report on Form 8-K filed May 19, 2006.(2)
    
    Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed on August 3, 2006.(3)
    
    Form 8-A12G (File No. 000-12957) filed with the Commission on May 22, 2002.(4)
    
    Form 8-A12G/A (File No. 000-12957) filed with the Commission on February 20, 2003. 25




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##### Table of Contents



SIGNATURES
  ENZON PHARMACEUTICALS, INC.
(Registrant)By:

/s/ Jeffrey H. BuchalterJeffrey H. BuchalterPresident and Chief Executive Officer
(Principal Executive Officer)Date:  May 4, 2007
    By:

/s/ Craig A. ToomanCraig A. ToomanExecutive Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer) 26