EX-4.1



 











SECOND AMENDMENT TO THE RIGHTS AGREEMENT




     SECOND AMENDMENT, dated as of January 7, 2008 (the “Amendment”), to the Rights
Agreement (the “Rights Agreement”), dated as of May 17, 2002, as amended, between Enzon
Pharmaceuticals, Inc. (formerly, Enzon, Inc.), a Delaware corporation (the “Company”), and
Continental Stock Transfer & Trust Company, a New York banking corporation, as rights agent (the
“Rights Agent”). Capitalized terms used without definition in this Amendment shall have
the meanings given to them in the Rights Agreement.



     WHEREAS, the Company and the Rights Agent have previously entered into the Rights Agreement;
and



     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may
from time to time supplement and amend the Rights Agreement in order to make any changes which the
Company may deem necessary or desirable.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:



ARTICLE I

AMENDMENT




     Section 1.1. Amendment to Definition of “Threshold Percentage”. The definition
of “Threshold Percentage” in Section 1 of the Rights Agreement is hereby amended and restated in
its entirety to read as follows:




“Threshold Percentage” shall mean 15%; provided, however, that,
with respect to any Person who shall report beneficial ownership of Common Shares
of the Company on Schedule 13G under the Exchange Act, “Threshold Percentage” shall
mean 20%.



ARTICLE II

MISCELLANEOUS




     Section 2.1. Effectiveness. This Amendment shall be effective as of the date
first written above, and except as expressly set forth herein, the Rights Agreement shall remain in
full force and effect and otherwise shall be unaffected hereby.



     Section 2.2. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.



 









 





     Section 2.3. Miscellaneous. This Amendment shall be deemed a contract made
under the laws of Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such state. If any term or other provision of this Amendment is determined to be
invalid, illegal or incapable of being enforced by any rule of law or public policy, all other
terms and provisions of this Amendment shall nevertheless remain in full force and effect and upon
such determination that any term or other provision is invalid, illegal or incapable of being
enforced, this Amendment and such term or other provision shall be deemed to have been amended so
as to effect the original intent of the parties as closely as possible in an acceptable manner to
the Board of Directors of the Company.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first written above.



	 	 	 	 	 
	 	 	ENZON PHARMACEUTICALS, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey H. Buchalter
	 

	 	 	 	 
	 

	 	 	 	Name: Jeffrey H. Buchalter
	 

	 	 	 	Title: Chairman, President and
Chief Executive Officer
	 
	 	 	 	 
	 

	 	Attest:	 	/s/ Paul Davit
	 

	 	 	 	 
	 

	 	 	 	Name: Paul Davit

Title: Corporate Secretary
	 
	 	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER &

TRUST COMPANY,
	 	 	          As Rights Agent
	 
	 	 	 	 
	 

	 	By:	 	/s/ William F. Seegraber
	 

	 	 	 	 
	 

	 	 	 	Name: William F. Seegraber
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	Attest:	 	/s/ Michael Mullings
	 

	 	 	 	 
	 

	 	 	 	Name: /s/ Michael Mullings
	 

	 	 	 	Title: Vice President







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