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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 3, 2006
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ENZON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12957 22-2372868
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(State or other jurisdiction (Commission File No.) (IRS Identification No.)
of incorporation)
685 Route 202/206, Bridgewater, New Jersey 08807
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 541-8600
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement
On January 3, 2006, we notified Fresenius Biotech GmbH, a subsidiary of the
health care company Fresenius AG, that we are terminating our development and
supply agreement and returning our rights to ATG-Fresenius S. ATG-Fresenius S is
a polyclonal antibody preparation used for T-lymphocyte suppression in organ
transplant patients to prevent organ graft rejection.
During a transition period, we will continue to fulfill our clinical and
regulatory obligations related to the current ongoing clinical trial for ATG-
Fresenius S and Fresenius Biotech will reimburse us for certain costs related to
those obligations. Fresenius Biotech will be responsible for all further
clinical development activities for ATG-Fresenius S beyond the transition
period.
The development and supply agreement with Fresenius Biotech provided us with the
exclusive development and distribution rights in North America for a U.S.
formulation of ATG-Fresenius S. The material terms of the agreement were
described in our Annual Report on Form 10-K for the period ended June 30, 2005,
previously filed with the Securities and Exchange Commission on September 29,
2005, which description is incorporated herein by reference. On January 6, 2006,
we issued a press release announcing our decision to terminate that agreement
and return our rights to ATG-Fresenius S to Fresenius Biotech. The press release
is attached to this current report as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release of Enzon Pharmaceuticals, Inc. dated January 6,
2006.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 6, 2006
By: /s/ Craig A. Tooman
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Craig A. Tooman
Executive Vice President, Finance
and Chief Financial Officer
Exhibit 99.1
Enzon Returns Rights to Transplantation Product to Fresenius Biotech
Business Editors/Health/Medical Writers
BRIDGEWATER, N.J.--(BUSINESS WIRE)--Jan. 6, 2006--Enzon
Pharmaceuticals, Inc. (Nasdaq:ENZN) today announced that it is
returning its rights to ATG-Fresenius S to Fresenius Biotech GmbH, a
subsidiary of the health care company Fresenius AG. ATG-Fresenius S is
a polyclonal antibody preparation used for T-lymphocyte suppression to
prevent organ graft rejection in organ transplant patients. The
companies are committed to working together to assure a smooth
transition for the current ongoing clinical trial for ATG-Fresenius S.
Enzon's decision to return full rights to Fresenius Biotech was
based on its ongoing efforts to redirect its research and development
investments to projects strategically aligned with its business
objectives, including an increasing focus on cancer and adjacent
therapeutic areas.
About Enzon
Enzon Pharmaceuticals, Inc. is a biopharmaceutical company
dedicated to the development and commercialization of therapeutics to
treat patients with cancer and other life-threatening diseases.
Enzon's specialized sales force markets ABELCET(R), ONCASPAR(R),
ADAGEN(R), and DEPOCYT(R) in North America. In addition, Enzon also
receives royalties on sales of PEG-INTRON(R), marketed by
Schering-Plough Corporation, and MACUGEN(R), marketed by OSI
Pharmaceuticals and Pfizer Inc. Enzon's product-driven strategy
includes an extensive drug development program that leverages its
proprietary technologies, including a next-generation PEGylation
platform that utilizes linkers designed to release compounds at a
controlled rate. Enzon complements its internal research and
development efforts with strategic initiatives, such as partnerships
designed to broaden its revenue base or provide access to promising
new technologies or product development opportunities. Further
information about Enzon and this press release can be found on the
Company's Web site at www.enzon.com.
All information in this press release is as of January 6, 2005 and
the Company undertakes no duty to update this information.
CONTACT: Enzon Pharmaceuticals, Inc.
Susan Mesco, 908-541-8678