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                                                                    Exhibit 10.4


                       FIRST AMENDMENT TO LEASE AGREEMENT

                                     Between

                              ROUTE 206 ASSOCIATES

                                  The Landlord

                                       And

                                   ENZON, INC.

                                   The Tenant

                             For Leased Premises In

                   685 Route 202/206, Bridgewater, New Jersey

                                November 11, 2002

Prepared by:
Gary O. Turndorf
520 Route 22
P.O. Box 6872
Bridgewater, NJ 08807
(908) 725-8100

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                           TABLE OF CONTENTS
                                                                            Page
                                                                            ----
1.   DEFINITIONS AND EFFECT OF FIRST AMENDMENT ..........................     1
2.   LEASE OF THE CONTIGUOUS SPACE ......................................     1
3.   RENT ...............................................................     1
4.   TERM ...............................................................     2
5.   PREPARATION OF THE LEASED PREMISES .................................     3
6.   OPTIONS ............................................................     4
7.   REVISION OF SECURITY DEPOSIT .......................................     5
8.   REPRESENTATIONS ....................................................     5
9.   RESERVATION IN FAVOR OF TENANT .....................................     5
10.  SEVERABILITY .......................................................     5
11.  CAPTIONS ...........................................................     6
12.  COUNTERPARTS .......................................................     6
13.  EXCLUSIVE BENEFIT ..................................................     6
14.  SUCCESSORS .........................................................     6
15.  AMENDMENTS .........................................................     6
16.  WAIVER .............................................................     6
17.  COURSE OF PERFORMANCE ..............................................     6
18.  LANDLORD'S CONCESSION ..............................................     6

EXHIBIT                           DESCRIPTION                               PAGE
-------   ---------------------------------------------------------------   ----
   A      LEASED PREMISES FLOOR SPACE DIAGRAM ...........................     8
   B      DEFINITIONS AND INDEX OF DEFINITIONS ..........................     9


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FIRST AMENDMENT TO LEASE AGREEMENT, dated as of November 11, 2002, between ROUTE
206 ASSOCIATES, a New Jersey partnership, with offices at 520 Route 22, P.O. Box
6872, Bridgewater, NJ 08807 (the "Landlord"), and ENZON, INC., a Delaware
corporation, with an office at 685 Route 202/206, Bridgewater, NJ 08807 (the
"Tenant").

PRELIMINARY STATEMENT:

Landlord and Tenant are parties to a lease agreement dated March 27, 2002 for
Leased Premises on the third floor of 685 Route 202/206, Bridgewater, New Jersey
(the "Lease"); and

Tenant has exercised the Right of First Offer contained in the Lease to lease
the contiguous office suite shown on Exhibit A attached hereto (the "Contiguous
Space") on modified terms agreed to between the parties and subject to all the
terms and conditions set forth below, the Landlord and the Tenant hereby agree
as follows:

1.   Definitions and Effect of First Amendment.

Certain terms and phrases used in this Agreement (generally those whose first
letters are capitalized) are defined in Exhibit B attached hereto and, as used
in this Agreement, they shall have the respective meanings assigned or referred
to in that exhibit. Except as amended by the terms of this Agreement, the terms
of the Lease shall otherwise remain in full force and effect.

2.   Lease of the Contiguous Space.

The Landlord shall, and hereby does, lease to the Tenant, and the Tenant shall,
and hereby does, accept and lease from the Landlord, the Contiguous Space
beginning on the Expansion Commencement Date hereinafter defined. The Contiguous
Space consists of 5,717 square feet of gross rentable floor space on the third
floor of 685 Route 202/206, Bridgewater, New Jersey as more fully described in
the definition of Leased Premises set forth in Exhibit B attached hereto. From
and after the Expansion Commencement Date, the Leased Premises shall become
24,526 square feet of gross rentable floor space comprised of the original
Leased Premises and the Contiguous Space.

3.   Rent.

3.1. The Tenant shall punctually pay the Rent for the Leased Premises for the
Term to the Landlord in the amounts and at the times set forth below, without
bill or other demand and without any offset, deduction or, except as may be
otherwise specifically set forth in this Agreement, abatement whatsoever.

3.2. Beginning on the Expansion Commencement Date, the Basic Rent for the Leased
Premises during the balance of the Term shall be at the rate per year set forth
below.

      YEARS          ANNUAL RATE    MONTHLY INSTALLMENTS
-----------------   ------------   ---------------------
one through three    $613,150.08         $51,095.84
four and five        $637,676.04         $53,139.67

     Notwithstanding the foregoing provision, if the Expansion Commencement Date
occurs on a day other than the first day of a calendar month then the Basic Rent
with respect to the addition of the

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Contiguous Space shall be pro-rated for the first month at the rate of $397.01
per day.

3.3. The annual rate of Basic Rent for the Leased Premises during any Renewal
Term shall be calculated as set forth in subsection 6.1.4 of this Agreement for
the respective Renewal Term.

4.   Term.

4.1. The Initial Term shall be revised to run to the last day of the sixtieth
(60th) full month after the Expansion Commencement Date or the conclusion of any
Renewal Term, unless sooner terminated in accordance with this Agreement or the
Lease.

4.2. Unless the Work is performed by contractors selected by Tenant, the
Expansion Commencement Date shall be the later of:

     4.2.1. the Target Date; or

     4.2.2. the date that the Work is substantially completed (except for (i)
            any long lead time items that may be required that can not be
            delivered to the Contiguous Space in sufficient time to be
            incorporated into the work in proper sequence and (ii) any
            preparation work that is not being performed exclusively by
            contractors selected and retained by the Landlord); the Landlord can
            deliver actual and exclusive possession of the Contiguous Space,
            free of rubbish and debris, to the Tenant (except for any
            contractors not selected and retained by the Landlord and their
            rubbish and debris); and the Contiguous Space can be legally
            occupied for its intended use pursuant to a temporary or permanent
            certificate of occupancy.

     4.2.3. Notwithstanding the foregoing provisions, if the Work is performed
            exclusively by contractors selected by Tenant, then the Expansion
            Commencement Date shall be the Target Date even though the Work may
            not be completed and even though no certificate of occupancy has
            been issued. Tenant shall be obligated to complete the Work in
            accordance with all applicable codes and to secure the certificate
            of occupancy.

     4.2.4. Within ten (10) days of the execution of this Lease, each party
            agrees to notify the other party of the name and telephone number of
            its construction representative for the project.

4.3. In the event one or more of the conditions contemplated by this subsection
4.3 of the Agreement occurs, notwithstanding anything to the contrary set forth
in subsection 4.2 of this Agreement, the Expansion Commencement Date shall be
the earliest applicable date specified below:

     4.3.1. the earliest date the Tenant takes possession of the Contiguous
            Space for the operation of its business. Tenant shall have access to
            the Contiguous Space for purposes of taking measurements, installing
            cabling and wiring and furniture, furnishings and equipment without
            triggering the Expansion Commencement Date;

     4.3.2. the Target Date in the event the Tenant does not timely: (i) deliver
            the Tenant Plan to the Landlord by the Tenant Plan Due Date and (ii)
            sign and return the notice contemplated in the second sentence of
            subsection 5.3 of this Agreement agreeing to the price quoted by the
            Landlord to perform the Work is acceptable.

4.4. Once it is ascertained in accordance with subsections 4.2 and 4.3 of this
Agreement, the Landlord shall give prompt notice of the Expansion Commencement
Date to the Tenant; and if the Tenant does not object thereto by notice given to
the Landlord within 10 days of the Landlord's notice, the date set


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forth in the Landlord's notice shall thereafter be conclusively presumed to be
the Commencement Date.

5.   Preparation of the Leased Premises.

5.1. The Tenant shall cause the Tenant Plan to be prepared and shall deliver the
complete Tenant Plan to the Landlord not later than the Tenant Plan Due Date.
The Tenant Plan shall be prepared at the Tenant's expense which shall be
reimbursable from the Allowance. It shall include the details specified in the
definition of Tenant Plan and the location and extent of any special floor
loading; special air conditioning requirements, if any; plumbing requirements,
if any; and estimated total electrical load, including lighting requirements,
lighting switch requirements and electrical outlet requirements, if any, in
excess of the building standard being provided by the Landlord, setting forth
the amount of the load, locations and types.

5.2. The Landlord shall cause the work required to complete the Tenant Plan (the
"Work") to be performed by the Landlord or the Landlord's contractors in a good
and workmerlike manner substantially in accordance with the Tenant Plan
utilizing the Allowance to pay the price of the Work. The price shall include 5%
of the Landlord's contractors' aggregate price for the Landlord's overhead and
5% of the contractor's aggregate price as the Landlord's general contracting
fee, but only to the extent that the cost of the Work, as agreed by Landlord and
Tenant in writing, exceeds the total amount of the Allowance. If the cost of the
Work including the fees exceeds the Allowance, Tenant shall pay the balance of
such price to the Landlord in proportion to the progress of such work, as and
when billed by the Landlord at convenient intervals, with payment of any
remaining final balance due from the Tenant prior to the Commencement Date. If
the cost of the Work is less than the Allowance, the balance shall be credited
to Base Rent first falling due, until the Allowance is exhausted. The Work shall
not include the installation of any telecommunications or computer wiring or the
cost thereof. Tenant, at its expense, may install its own security system
regulating access to the Contiguous Space but, in such event (i) Tenant must
provide the names and contact numbers for employees available to provide access
for emergency services on a 24 hour per day basis; (ii) Tenant must arrange for
access for the cleaning contractor and its personnel at the normal times which
such contractor and its personnel perform their services; (iii) Tenant must
supply access information to the Bridgewater Fire Department so that they can
gain access in an emergency; and (iv) Tenant must comply with the requirements
of section 13 of the Lease.

5.3. Prior to commencing the work, within four (4) days of receipt of the Tenant
Plan, Landlord shall provide a quote of the price to perform the Work. Within
three (3) days of receipt of the quote from Landlord, Tenant shall confirm, in
writing, that the price is acceptable. If Tenant is not satisfied with the price
and the parties are unable to agree upon the price then the Tenant shall be free
to engage its own contractors to perform the work provided that Tenant shall
select the heating, air-conditioning, sprinkler and electrical contractors from
a list of qualified contractors furnished to Tenant by Landlord. In such event,
Tenant shall secure all permits and perform the work in a good and workmanlike
manner in accordance with all applicable codes and secure a certificate of
occupancy. Landlord shall advance the Allowance at reasonable intervals within
not more than ten (10) days following Tenant's draw request, as the Work
progresses.

5.4. Notwithstanding the Tenant Plan, prior to the Target Date, Landlord shall
(i) install new wall paper in the entire third floor elevator lobby; and (ii)
repair and renovate the restrooms on the third floor in accordance with a list
which has been initialed and exchanged between the parties. This work shall be
performed at no additional cost to the Tenant and will be completed with no
disruption to Tenant's quiet enjoyment of the Leased Premises or interruption to
the conduct of Tenant's business in the Leased Premises. Such work to be
performed by the Landlord shall be deemed complete when all items on the above
list have been addressed to the reasonable satisfaction of the Tenant.


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6.   Options.

6.1 The option set forth in subsection 6.1 of the Lease is hereby deleted.
Tenant is hereby granted one option to renew this Lease for one five year period
upon the following terms and conditions:

     6.1.1  At the time of the exercise of the option to renew and at the time
            of said renewal, (a) the Tenant shall not be in default following
            the delivery of notice and the expiration of all applicable cure
            periods in accordance with the terms and provisions of this Lease;
            and (b) Tenant shall occupy and be in operation at the entire Leased
            Premises pursuant to this Lease subject to approved subleases or
            sublease permitted hereby and subject to arrangements contemplated
            by Section 17.7 of the Lease.

     6.1.2  Notice of the exercise of the option shall be sent to the Landlord
            in writing at least nine (9) months before the expiration of the
            Initial Term.

     6.1.3  The Renewal Term shall be for a period of five years to commence at
            the expiration of the Initial Term, and all of the terms and
            conditions of this Agreement, other than the amount of Annual Rent,
            shall apply during any such renewal term.

     6.1.4  The Annual Rent to be paid during the Renewal Term shall be
            $711,254.04 payable in equal monthly installments of $59,271.17.

6.2. Tenant is hereby granted the following additional rights:

     6.2.1. The option set forth in subsection 6.2.1 of the Lease is hereby
            deleted. If Landlord learns that any space on the third floor of the
            Building will become available, it shall first offer the same to
            Tenant by written notice. This is the "Right of First Offer". The
            notice shall contain the terms upon which the space is offered
            including the basic rent, the commencement date, the term, the
            allowance, if any, and any other terms which Landlord proposes. If
            Tenant wishes to lease the space on the terms offered, it shall
            notify the Landlord in writing within seven (7) business days of
            Tenant's receipt of such written notice setting forth all of the
            above-required information, and, thereupon, Tenant shall be bound to
            lease the same on the same terms as are set forth in this Agreement
            modified by the specific terms which are set forth in Landlord's
            notice. Tenant shall execute a lease amendment to incorporate these
            terms including an obligation to execute a Commencement Date
            certificate and estoppel certificates. If Tenant fails to serve the
            written acceptance of the offer within the seven (7) business day
            period, the Right of First Offer shall thereupon expire and be of no
            further force and effect. Notwithstanding the provisions of the
            preceding sentence, the Right of First Offer shall revive if
            Landlord does not consummate a lease with another tenant within five
            (5) months after the expiration of the Right of First Offer as above
            provided or if Landlord proposes to enter into a lease with another
            tenant on terms which are materially more favorable than the terms
            offered to Tenant. For this purpose, the terms shall be considered
            materially more favorable if the net effective rent offered to the
            other tenant is ninety-two and one-half (92.5%) percent, or less,
            than the net effective rent offered to Tenant or if the term offered
            to the other tenant is eighty percent, or less, of the term offered
            to Tenant. With respect to any further offers required under this
            provision, if Tenant fails to serve a written acceptance of the
            offer within a five (5) business day period following receipt of
            Landlord's written offer, the Right of First Offer shall, with
            respect to such offer, thereupon expire and be of no further force
            and effect. For the purposes of this subsection 6.2.1, notices may
            be served by facsimile followed by mailing by regular mail on the
            same date. Tenant's fax number is; (908) 575-


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            1843 and Landlord's fax number (908) 575-2259.

     6.2.2. The option set forth in subsection 6.2.2 of the Lease shall remain
            in force.

7.   Revision of Security Deposit.

The Security Deposit required by Section 29 of the Lease is increased to the sum
of $102,191.68. Tenant shall deposit the additional sum of $23,820.84 with
Landlord upon the execution of this Agreement.

8.   Representations.

The Tenant hereby represents and warrants that:

8.1. no broker or other agent has shown the Contiguous Space or the Building to
the Tenant, or brought either to the Tenant's attention, except Julien J.
Studley, Inc. (the "Broker"), whose entire commission therefor is set forth in a
separate document and which commission the Tenant understands will be paid by
the Landlord directly to the Broker;

8.2. the execution and delivery of, the consummation of the transactions
contemplated by and the performance of all its obligations under, this Agreement
by the Tenant have been duly and validly authorized by its general partners, to
the extent required by their partnership agreement and applicable law, if the
Tenant is a partnership or, if the Tenant is a corporation, by its board of
directors and, if necessary, by its stockholders at meetings duly called and
held on proper notice for that purpose at which there were respective quorums
present and voting throughout; and no other approval, partnership, corporate,
governmental or otherwise, is required to authorize any of the foregoing or to
give effect to the Tenant's execution and delivery of this Agreement; and

8.3. the execution and delivery of, the consummation of the transactions
contemplated by and the performance of all its obligations under, this Agreement
by the Tenant will not result in a breach or violation of, or constitute a
default under, the provisions of any statute, charter, certificate of
incorporation or bylaws or partnership agreement of the Tenant or any affiliate
of the Tenant, as presently in effect, or any indenture, mortgage, lease, deed
of trust, other agreement, instrument, franchise, permit, license, decree,
order, notice, judgment, rule or order to or of which the Tenant or any
affiliate of the Tenant is a party, a subject or a recipient or by which the
Tenant, any affiliate of the Tenant or any of their respective properties and
other assets is bound.

9.   Reservation in Favor of Tenant.

Neither the Landlord's forwarding a copy of this document to any prospective
tenant nor any other act on the part of the Landlord prior to execution and
delivery of this Agreement by the Landlord shall give rise to any implication
that any prospective tenant has a reservation, an option to lease or an
outstanding offer to lease any premises.

10.  Severability.

In the event that any provision of this Agreement, or the application of any
provision in any instance, shall be conclusively determined by a court of
competent jurisdiction to be illegal, invalid or otherwise unenforceable, such
determination shall not affect the validity or enforceability of the balance of
this Agreement.


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11.  Captions.

Captions have been inserted at the beginning of each section of this Agreement
for convenience of reference only and such captions shall not affect the
construction or interpretation of any such section of this Agreement.

12.  Counterparts.

This Agreement may be executed in more than one counterpart, each of which shall
constitute an original of this Agreement but all of which, taken together, shall
constitute one and the same Agreement.

13.  Exclusive Benefit.

Except as may be otherwise specifically set forth in this Agreement, this
Agreement is made exclusively for the benefit of the parties hereto and their
permitted assignees and no one else shall be entitled to any right, remedy or
claim by reason of any provision of this Agreement.

14.  Successors.

This Agreement shall be binding upon the parties hereto and their respective
successors and assigns.

15.  Amendments.

This Agreement contains the entire agreement of the parties hereto, subsumes all
prior discussions and negotiations and, except as may otherwise be specifically
set forth in this Agreement, this Agreement may not be amended or otherwise
modified except by a writing signed by all the parties to this Agreement.

16.  Waiver.

Except as may otherwise be specifically set forth in this Agreement, the failure
of any party at any time or times to require performance of any provision of
this Agreement shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
covenant, representation or warranty set forth in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach, or
as a waiver of any other condition or of the breach of any other term, covenant,
representation or warranty set forth in this Agreement. The Landlord's
acceptance of, or endorsement on, any partial payment of Rent or any late
payment of Rent from the Tenant shall not operate as a waiver of the Landlord's
right to the balance of the Rent due on a timely basis regardless of any writing
to the contrary on, or accompanying, the Tenant's partial payment or the
Landlord's putative acquiescence therein.

17.  Course of Performance.

No course of dealing or performance by the parties, or any of them, shall be
admissible for the purpose of obtaining an interpretation or construction of
this Agreement at variance with the express language of the Agreement itself.

18.  Landlord's Concession.

The Landlord shall credit against any amount otherwise due from the Tenant in
accordance with section 5 of this Agreement the sum of $85,755 (the
"Allowance").

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19.  Notices.

Section 35 of the Lease is amended to read as follows:

All notices contemplated by, permitted or required by this Agreement shall be in
writing. All notices required by this Agreement shall be personally delivered or
forwarded by recognized overnight carrier or by certified mail-return receipt
requested, addressed to the Chief Financial Officer, Enzon, Inc. at the Leased
Premises. As a condition to the effectiveness thereof, a copy of any and all
notices to Tenant also shall be delivered to the General Counsel, Enzon, Inc. at
the Leased Premises with a facsimile copy sent to (908) 541-8838. Notices to the
Landlord shall be addressed to the address set forth at the head of this
Agreement. All notices required under this Agreement shall be deemed given (i)
upon delivery by overnight carrier, (ii) upon deposit, properly addressed and
postage prepaid, in a postal depository if delivery is by certified mail; or
(iii) upon personal delivery to the intended party, regardless of whether
delivery shall be refused. Either party, by a notice served in accordance with
the foregoing provisions, may change the address to which notices shall be sent.
Notices given by an attorney for a party shall be deemed to be notices given by
the party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.

                                       LANDLORD:
                                       ROUTE 206 ASSOCIATES


                                       By: /s/ Eugene Schenkman
                                           -------------------------------------
                                           Eugene Schenkman Vice President
                                           Route 206 Corp., General Partner


                                       TENANT:
                                       ENZON, INC.


                                       By: /s/ Ken Zuerblis
                                           -------------------------------------
                                           Ken Zuerblis, Chief Financial Officer


                                       -7-

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                                    EXHIBIT A

                       LEASED PREMISES FLOOR SPACE DIAGRAM


                                       -8-

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                                    EXHIBIT B

                      DEFINITIONS AND INDEX OF DEFINITIONS

In accordance with section 1 of the Agreement of which this exhibit is a part,
throughout the Agreement the following terms and phrases shall have the meanings
set forth or referred to below:

1.   "Adjusted Gross Footage" is defined in definition 10 of this Agreement.

2.   "Agreement" means this First Amendment (including exhibits).

3.   "Allowance" is defined in section 18 of this Agreement.

4.   "Basic Rent" is defined in subsection 3.2 of this Agreement as revised by
     subsection 8.1.11 of the Lease and definition 10 of this Agreement.

5.   "Broker" is defined in subsection 8.1 of this Agreement.

6.   "Contiguous Space" is defined in the Preliminary Statement to this
     Agreement.

7.   "Expansion Commencement Date" is defined in section 4 of this Agreement.

8.   "Gross Footage" is defined in definition 10 of this Agreement.

9.   "Initial Term" means the period designated in subsection 4.1 of this
     Agreement.

10.  "Leased Premises" means that portion of the interior of the Building (as
     viewed from the interior of the Leased Premises) bounded by the interior
     sides of the unfinished floor and the finished ceiling on the floor (as the
     floors have been designated by the Landlord) of the Building, the centers
     of all Common Walls and the exterior sides of all walls other than Common
     Walls, the outline of which floor space is designated on the diagram set
     forth in Exhibit A attached hereto, which portion contains 20,128 usable
     square feet of floor space (the "Usable Footage") and 24,526 square feet of
     gross rentable floor space (the "Gross Footage"). If the present square
     footage of the cafeteria is reduced, then the Gross Footage shall be
     adjusted downward and the Basic Rent shall be redetermined by multiplying
     the Adjusted Gross Footage by the Basic Rent per foot which would otherwise
     be due under this Agreement. To determine the Adjusted Gross Footage, the
     number of usable square feet of floor space which is added to the
     Building's net rentable area (by reason of the elimination of some or all
     of the cafeteria) shall be added to 112,409 square feet (the "Revised
     Usable Footage"). A new factor shall be calculated (the "New Multiplier")
     which, when multiplied by the Revised Usable Footage, produces a product of
     137,139 square feet. The Adjusted Gross Footage shall equal the product of
     the Usable Footage multiplied by the New Multiplier (the "Adjusted Gross
     Footage"). Similar adjustments shall be made each time the size of the
     cafeteria is adjusted but the Gross Footage shall not be increased to more
     than 24,526 square feet.

11.  "New Multiplier" is defined in definition 10 of this Agreement.

12.  "Option to Renew" is defined in subsection 6.1 of this Agreement.

13.  "Renewal Term" means, at the time of reference, any portion of the Term,
     other than the Initial Term, as to which the Tenant has properly exercised
     an Option to Renew.

14.  "Revised Usable Footage" is defined in definition 10 of this Agreement.


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<PAGE>

15.  "Right of First Offer" is defined in subsection 6.2.1 of this Agreement.

16.  "Security Deposit" is designated in section 29 of the Lease as amended by
     section 7 of this Agreement.

17.  "Target Date" means, upon execution and delivery of this Agreement, the
     then estimated Expansion Commencement Date which is hereby established to
     be January 3, 2003.

18.  "Tenant Plan" means construction drawings and related construction
     specifications regarding the build-out of the Contiguous Space and the
     connection of the Contiguous Space with the Leased Premises as defined in
     the Lease (with any construction drawings in a reproducible diazo sepia
     mylar form and in CAD readable format) including, without limiting the
     generality of the foregoing, the finish schedule, signed and sealed by a
     New Jersey-licensed architect, complying in all respects with applicable
     building and fire codes and insurance underwriting standards in effect and
     in sufficient detail to permit the Municipality to issue any required
     building permits and to permit skilled contractors to supply and perform
     the work called for therein. The Tenant Plan shall not include any
     specialized computer installations or any telecommunications equipment or
     facilities.

19.  "Tenant Plan Due Date" means November 3, 2002.

20.  Beginning on the Expansion Commencement Date, "Tenant's Share" of any
     amount shall be revised to mean 17.884%.

21.  "Term" means the Initial Term plus, at the time of reference, any Renewal
     Term.

22.  "Usable Footage" is defined in definition 10 of this Agreement.

23.  "Work" is defined in subsection 5.2 of this Agreement.


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