ENZON INC
10-Q, 1997-11-14
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended September 30, 1997                 Commission File No. 0-12957


[GRAPHIC OMITTED]
                                   ENZON, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                          22-2372868
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                               Identification No.)

20 Kingsbridge Road, Piscataway, New Jersey                  08854
(Address of principal executive offices)                     (Zip Code)

                                 (732) 980-4500
              (Registrant's telephone number, including area code:)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes __X__    No _____


The number of shares of common stock, $.01 par value, outstanding as of November
6, 1997 was 30,952,301 shares.

<PAGE>

PART I FINANCIAL INFORMATION
Item 1. Financial Statements

                           ENZON, INC AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      September 30, 1997 and June 30, 1997

<TABLE>
<CAPTION>
                                                                                    September 30,           June 30,
                                                                                        1997                 1997
                                                                                    -------------        -------------
                                                                                     (unaudited)               *
<S>                                                                                 <C>                  <C>          
ASSETS 

Current assets:
  Cash and cash equivalents                                                         $   9,603,543        $   8,315,752
  Accounts receivable                                                                   2,236,513            2,433,762
  Inventories                                                                           1,009,276              859,873
  Other current assets                                                                     71,013               87,732
                                                                                    -------------        -------------
     Total current assets                                                              12,920,345           11,697,119
                                                                                    -------------        -------------
Property and equipment                                                                 15,686,182           15,676,525
  Less accumulated depreciation and amortization                                       13,185,086           12,923,802
                                                                                    -------------        -------------
                                                                                        2,501,096            2,752,723
                                                                                    -------------        -------------
Other assets:
  Investments                                                                              74,416               78,293
  Other assets, net                                                                        34,830               34,575
  Patents, net                                                                          1,403,949            1,442,568
                                                                                    -------------        -------------
                                                                                        1,513,195            1,555,436
                                                                                    -------------        -------------
Total assets                                                                        $  16,934,636        $  16,005,278
                                                                                    =============        =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                                  $   1,919,049        $   1,910,737
  Accrued expenses                                                                      3,713,829            3,504,966
                                                                                    -------------        -------------
     Total current liabilities                                                          5,632,878            5,415,703
                                                                                    -------------        -------------
  Accrued rent                                                                            838,353              870,012
  Royalty advance - RPR                                                                   876,579            1,177,682
                                                                                    -------------        -------------
                                                                                        1,714,932            2,047,694
                                                                                    -------------        -------------
Commitments and contingencies
  Preferred stock-$.01 par value, authorized 3,000,000 shares:
    issued and outstanding 108,000 shares at September 30,
    1997 and 109,000 shares at June 30, 1997 (liquidation
    preference aggregating $2,700,000 at September 30, 1997 and
    $2,725,000 at June 30, 1997)                                                            1,080                1,090
  Common stock-$.01 par value, authorized 40,000,000 shares;
    issued and outstanding 30,913,424 shares at September
    30, 1997 and 30,797,735 shares at June 30, 1997                                       309,134              307,977
  Additional paid-in capital                                                          121,786,973          121,426,159
  Accumulated deficit                                                                (112,510,361)        (113,193,345)
                                                                                    -------------        -------------
Total stockholders' equity                                                              9,586,826            8,541,881
                                                                                    -------------        -------------
Total liabilities and stockholders' equity                                          $  16,934,636        $  16,005,278
                                                                                    =============        =============
</TABLE>

*Condensed from audited financial statements.


The  accompanying  notes are an integral  part of these  unaudited  consolidated
condensed financial statements.


                                       2
<PAGE>

                          ENZON, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 Three Months Ended September 30, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three months ended
                                                    September 30,      September 30,
                                                        1997                1996
                                                    ------------       ------------
<S>                                                   <C>                <C>       
Revenues
  Sales                                               $2,464,634         $2,720,591
  Contract revenue                                     2,205,109          1,094,299
                                                    ------------       ------------
     Total revenues                                    4,669,743          3,814,890
                                                    ------------       ------------
Costs and expenses

  Cost of sales                                          604,708            985,989

  Research and development expenses                    2,146,969          2,429,771
  Selling, general and administrative expenses         1,328,442          1,276,067
                                                    ------------       ------------
     Total costs and expenses                          4,080,119          4,691,827
                                                    ------------       ------------
        Operating income (loss)                          589,624           (876,937)
                                                    ------------       ------------
Other income (expense)
  Interest and dividend income                           114,800            157,141
  Interest expense                                        (6,438)            (6,753)
  Other                                                      (62)             7,935
                                                    ------------       ------------
                                                         108,300            158,323
                                                    ------------       ------------
    Net income (loss)                                   $697,924          ($718,614)
                                                    ============       ============
Net earnings (loss) per common share                       $0.02             ($0.03)
                                                    ============       ============
Weighed average number of common
  shares outstanding during the period                30,853,966         27,705,913
                                                    ============       ============
</TABLE>


The  accompanying  notes are an integral  part of these  unaudited  consolidated
condensed financial statements.


                                       3
<PAGE>

                          ENZON, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 Three Months Ended September 30, 1997 and 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                              September 30,      September 30,
                                                                  1997               1996
                                                              ------------       ------------
<S>                                                           <C>                <C>          
Cash flows from operating activities:
  Net income (loss)                                           $    697,924       ($   718,614)
  Adjustment for depreciation and amortization                     337,766            457,131
  Loss on retirement of equipment                                       62               --
  Non-cash expense for issuance of common stock and
    stock options                                                  119,174             48,248
  Decrease in accrued rent                                         (31,659)           (23,788)
  Decrease in royalty advance - RPR                               (257,655)          (162,911)
  Changes in assets and liabilities                                242,559             39,354
                                                              ------------       ------------
  Net cash provided by (used in) operating activities            1,108,171           (360,580)
                                                              ------------       ------------
Cash flows from investing activities:
  Capital expenditures                                             (47,732)           (59,785)
  Proceeds from sale of equipment                                      150               --
                                                              ------------       ------------
  Net cash used in investing activities                            (47,582)           (59,785)
                                                              ------------       ------------
Cash flows from financing activities:
  Proceeds from issuance of common stock                           227,847              2,610
  Principal payments of obligations under capital leases              (645)              (561)
                                                              ------------       ------------
  Net cash provided by financing activities                        227,202              2,049
                                                              ------------       ------------
  Net increase (decrease) in cash and cash equivalents           1,287,791           (418,316)
  Cash and cash equivalents at beginning of period               8,315,752         12,666,050
                                                              ------------       ------------
  Cash and cash equivalents at end of period                  $  9,603,543       $ 12,247,734
                                                              ============       ============
</TABLE>


The  accompanying  notes are an integral  part of these  unaudited  consolidated
condensed financial statements.


                                       4
<PAGE>

                          ENZON, INC. AND SUBSIDIARIES
              Notes To Consolidated Condensed Financial Statements
                                   (Unaudited)


(1)  Organization and Basis of Presentation

     The  unaudited   consolidated  condensed  financial  statements  have  been
prepared  from the  books  and  records  of  Enzon,  Inc.  and  subsidiaries  in
accordance with generally accepted  accounting  principles for interim financial
information.  Accordingly,  they  do not  include  all of  the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
only of  normal  and  recurring  adjustments)  considered  necessary  for a fair
presentation  have been included.  Certain prior year balances were reclassified
to  conform  to the  1997  presentation.  Interim  results  are not  necessarily
indicative  of the  results  that may be  expected  for the year,  as such,  the
Company has not recorded a tax provision as it does not anticipate net income to
be recognized for the year ending June 30, 1998.


(2)  Net Earnings (Loss) Per Common Share

     Net earnings  (loss) per common share is based on the net income (loss) for
the relevant  period,  adjusted for the cumulative  undeclared  preferred  stock
dividends of $54,000 and $55,000 for the three months ended  September  30, 1997
and 1996, respectively,  divided by the weighted average number of shares issued
and  outstanding  during the period.  Stock  options,  warrants and common stock
issuable upon conversion of the preferred stock ("Common Stock Equivalents") are
not  reflected  as the  conversion  or  exercise,  in the  aggregate,  would not
materially  reduce  earnings per share for the three months ended  September 30,
1997, for both primary and fully diluted earnings per share computations. Common
Stock  Equivalents  have not been reflected for the three months ended September
30, 1996, as the conversion or exercise, in the aggregate, would be antidilutive
for both primary and fully diluted earnings per share computations.


(3)  Inventories

     The  composition  of inventories at September 30, 1997 and June 30, 1997 is
as follows:

                                               September 30,       June 30,
                                                   1997              1997
                                               ------------        --------
     Raw materials                              $  225,000         $269,000
     Work in process                               395,000          269,000
     Finished goods                                389,000          322,000
                                                ----------         --------
                                                $1,009,000         $860,000
                                                ==========         ========


(4)  Cash Flow Information

     The Company considers all highly liquid securities with original maturities
of three months or less to be cash equivalents.  Cash payments for interest were
approximately  $6,000 and $7,000 for the three months ended  September  30, 1997
and 1996,  respectively.  There were no income tax  payments  made for the three
months  ended  September  30,  1997 and  1996.  During  the three  months  ended
September 30, 1997,  1,000 shares of Series A Cumulative  Convertible  Preferred
Stock  ("Series A Preferred  Stock")  were  converted  to 2,272 shares of Common
Stock.  Accrued  dividends of $15,000,  on the Series A Preferred Stock that was
converted  during the three months  ended  September  30, 1997,  were settled by
issuing  1,358  shares  of  Common  Stock  and cash  payments  totaling  $10 for
fractional shares.  There were no conversions of Series A Preferred Stock during
the three  months ended  September  30, 1996.  These  transactions  are non-cash
financing activities.


                                       5
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Information contained herein contains "forward-looking  statements" which can be
identified  by the  use  of  forward-looking  terminology  such  as  "believes,"
"expects,"  "may," "will," "should," or "anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy.  No  assurance  can be given  that the future  results  covered by the
forward-looking  statements  will be achieved.  The matters set forth in Exhibit
99.0 to the Company's  Annual Report on Form 10-K for the fiscal year ended June
30, 1997,  which is  incorporated  herein by  reference,  constitute  cautionary
statements  identifying  important factors with respect to such  forward-looking
statements,  including certain risks and uncertainties,  that could cause actual
results  to  vary  materially   from  the  future  results   indicated  in  such
forward-looking  statements.  Other factors  could also cause actual  results to
vary  materially  from the  future  results  indicated  in such  forward-looking
statements.


Results of Operations

Three months ended September 30, 1997 vs. Three months ended September 30, 1996

Revenues.  Revenues for the three months ended  September 30, 1997  increased by
22% to  $4,670,000 as compared to  $3,815,000  for the same period in 1996.  The
components  of revenues are sales,  which  consist of sales of the Company's two
Food and Drug  Administration  ("FDA")  approved  products and  royalties on the
sales  of the  Company's  products  by  others,  and  contract  revenues.  Sales
decreased by 9% to $2,465,000 for the three months ended  September 30, 1997, as
compared to $2,721,000  for the same period in the prior year.  The decrease was
due to the timing of ONCASPAR  shipments  to the  Company's  marketing  partner,
Rhone-Poulenc Rorer  Pharmaceuticals,  Inc. ("RPR"), which was offset in part by
increased  royalties on RPR sales of ONCASPAR.  Sales of ADAGEN(R) for the three
months  ended  September  30,  1997 and 1996  were  $2,193,000  and  $2,126,000,
respectively.  The Company expects sales of ADAGEN to continue to be limited due
to the small patient  population  worldwide.  The Company  anticipates  moderate
growth of ONCASPAR  sales and  increased  royalties  on sales of  ONCASPAR.  The
Company's  marketing  partners for  ONCASPAR,  RPR and MEDAC GmbH,  will conduct
clinical  trials to expand  the use of  ONCASPAR  beyond  its  current  approved
indications  in the  United  States and  Germany,  which  could  also  result in
additional  revenues from this product.  Such clinical trials are in progress in
the United States. There can be no assurance that any particular sales levels of
ONCASPAR  or ADAGEN will be achieved  or  maintained.  Contract  revenue for the
three months ended September 30, 1997 increased by $1,111,000 to $2,205,000,  as
compared to $1,094,000 for the same period in 1996.  The change was  principally
due to an increase in milestone payments received under the Company's  licensing
agreement  with  Schering-Plough  Corporation  ("Schering-Plough").  During  the
quarter ended September 30, 1997, the Company  received  $2,500,000 in milestone
payments from Schering-Plough  related to the advancement of PEG-Intron A into a
Phase III  clinical  trial.  During  the prior  year,  the  Company  received  a
$1,000,000 milestone payment under the licensing agreement with Schering-Plough.
During the three  months  ended  September  30,  1997 and 1996,  the Company had
export  sales of  $486,000  and  $582,000,  respectively.  Sales in Europe  were
$359,000 and $512,000 for the quarters  ended  September  30, 1997 and September
30, 1996, respectively.

Cost of Sales. Cost of sales, as a percentage of sales, decreased to 25% for the
three months ended  September 30, 1997 as compared to 36% for the same period in
1996.  The  decrease  was  due  primarily  to  the  prior  year's  write-off  of
approximately  $200,000 in excess  ONCASPAR raw  material.  While it is possible
that the Company may incur similar losses on its remaining purchase  commitments
under the Company's  supply  agreement for this  material,  the Company does not
consider  such  losses  probable,  nor can the  amount of any loss  which may be
incurred  in the  future  presently  be  estimated  due to a number of  factors,
including, but not limited to, potential increased demand for ONCASPAR from RPR,
expansion into additional  markets outside the U.S. and the possibility that the
Company could  renegotiate the level of required  purchases.  During the quarter
ended  September  30,  1997,  the  Company  utilized  approximately  19%  of its
manufacturing capacity for the production of its approved products.

Research and Development. Research and development expenses for the three months
ended  September 30, 1997 decreased by 12% to $2,147,000 from $2,430,000 for the
same period in 1996.  This decrease was primarily due to reductions in personnel
made  during  the  prior  year,  principally  in  the  clinical  and  scientific
administration  areas, and related costs,  such as payroll taxes, and other cost
containment measures taken by the Company.


                                       6
<PAGE>

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses for the three months ended September 30, 1997, remained
relatively flat at $1,328,000,  as compared to $1,276,000 for the same period in
1996.

Other Income/Expense.  Other income/expense decreased by $50,000 to $108,000 for
the three months ended  September  30, 1997 as compared to $158,000 for the same
period last year.  The  decrease in other  income/expense  for the three  months
ended  September 30, 1997 was  attributable to a decrease in interest income due
to a decrease in interest bearing investments.

     In  February  1997,  the  Financial   Accounting   Standards  Board  issued
Statements of Financial  Accounting  Standards No. 128 (SFAS 128), "Earnings Per
Share". SFAS 128 establishes standards for computing and presenting earnings per
share. In accordance with the effective date of SFAS 128, the Company will adopt
SFAS 128 as of December  31,  1997.  This  statement  is not  expected to have a
material impact on the Company's consolidated financial statements.


Liquidity and Capital Resources

     Enzon had $9,604,000 in cash and cash equivalents as of September 30, 1997.
The Company  invests its excess cash in a  portfolio  of  high-grade  marketable
securities and United States government-backed securities.

     The  Company's  cash  reserves  as  of  September  30,  1997  increased  by
$1,288,000 from June 30, 1997. The increase in cash reserves was principally due
to $2,500,000 in milestone  payments  received  from  Schering-Plough  under the
Company's  license  agreement for  PEG-Intron A. The payments were the result of
PEG-Intron A moving into Phase III clinical trials.

     The  Company's  exclusive  U.S.  marketing  rights  license  with  RPR  for
ONCASPAR,  as amended,  (the  "Amended  RPR License  Agreement")  provides for a
payment of $3,500,000 in advance royalties,  which was received in January 1995.
Royalties due under the Amended RPR License  Agreement will be offset against an
original  credit of  $5,970,000,  which  represents  the  royalty  advance  plus
reimbursement  of  certain  amounts  due RPR under the  original  agreement  and
interest  expense,  before cash payments will be made under the  agreement.  The
royalty advance is shown as a long term liability with the corresponding current
portion  included in accrued  expenses  on the  consolidated  condensed  balance
sheets and will be reduced as  royalties  are  recognized  under the  agreement.
Through  September 30, 1997, an aggregate of $3,708,000 in royalties  payable by
RPR has been offset against the original credit.

     As of September 30, 1997, 941,808 shares of Series A Cumulative Convertible
Preferred  Stock ("Series A Preferred  Stock") had been converted into 3,095,683
shares of Common Stock.  Accrued  dividends on the converted  Series A Preferred
Stock in the  aggregate  of  $1,807,000  were settled by the issuance of 233,741
shares  of Common  Stock.  The  Company  does not  presently  intend to pay cash
dividends on the Series A Preferred  Stock. As of September 30, 1997, there were
$1,625,000  of accrued and unpaid  dividends  on the Series A  Preferred  Stock.
Dividends  accrue on the  outstanding  Series A  Preferred  Stock at the rate of
$216,000 per year.

     To date, the Company's sources of cash have been the proceeds from the sale
of its stock through public and private  placements,  sales of ADAGEN,  sales of
ONCASPAR,  sales of its products for research  purposes,  contract  research and
development fees, technology transfer and license fees and royalty advances. The
Company's  current  sources of  liquidity  are its cash,  cash  equivalents  and
interest earned on such cash reserves, sales of ADAGEN, sales of ONCASPAR, sales
of its products for research purposes and license fees. Management believes that
its current sources of liquidity will be sufficient to meet its anticipated cash
requirements,  based on current spending levels,  for approximately the next two
and one half years.

     Upon  exhaustion  of the  Company's  current cash  reserves,  the Company's
continued  operations will depend on its ability to realize significant revenues
from the commercial sale of its products,  raise additional funds through equity
or debt  financing,  or obtain  significant  licensing,  technology  transfer or
contract  research and  development  fees.  There can be no assurance that these
sales, financings or revenue generating activities will be successful.


                                       7
<PAGE>

PART II OTHER INFORMATION

Item 2. Changes in Securities

     In August 1997 and September 1997, the Company issued 775 and 10,958 shares
of unregistered Common Stock for aggregate  consideration of $3,000 and $50,000,
respectively.  These shares were issued to consultants for services  rendered to
the Company.  The  foregoing  transactions  were  consummated  as private  sales
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

     In  September  1997,  1,000  shares of the  Company's  Series A  Cumulative
Preferred  Stock were  converted to 2,272 shares of  unregistered  Common Stock.
Accrued  dividends of $15,000 were settled  through the issuance of 1,358 shares
of  unregistered  Common Stock.  The foregoing  transaction was consummated as a
private sale pursuant to Section 4(2) of the Securities Act of 1933, as amended.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits (numbered in accordance with Item 601 of Regulation S-K).

<TABLE>
<CAPTION>
                                                                                                    Page Number
                                                                                                         or
     Exhibit                                                                                       Incorporation
      Number                 Description                                                            By Reference
      ------                 -----------                                                            ------------
<S>           <C>                                                                                    <C>
        3(i)  Certificate of Incorporation, as amended                                                        ^
       3(ii)  By-laws, as amended                                                                        *(4.2)
      3(iii)  Certificate of Designations, Preferences and Rights of Series D Convertible
                Preferred Stock                                                                      ^^^^3(iii)
        10.0  Employment Agreement dated March 25, 1994 with Peter G. Tombros                          #(10.17)

        10.1  Form of Change of Control  Agreements dated as of January 20, 1995 entered
                into with the Company's Executive Officers                                              ~(10.2)
        10.2  Lease - 300-C Corporate Court, South
                Plainfield, New Jersey                                                                ***(10.3)
        10.4  Lease Termination Agreement dated March 31, 1995 for
                20 Kingsbridge Road and 40 Kingsbridge Road, Piscataway, New Jersey                     ~(10.6)
        10.5  Option Agreement dated April 1, 1995 regarding 20 Kingsbridge Road,
                Piscataway, New Jersey                                                                  ~(10.7)
        10.6  Form of Lease - 40 Cragwood Road, South
                Plainfield, New Jersey                                                               ****(10.9)
        10.7  Lease 300A-B Corporate Court, South Plainfield, New Jersey                             +++(10.10)
        10.8  Stock Purchase Agreement dated March 5, 1987
                between the Company and Eastman Kodak Company                                        ****(10.7)
        10.9  Amendment dated June 19, 1989 to Stock Purchase
                Agreement between the Company and
                Eastman Kodak Company                                                                 **(10.10)
       10.10  Form of Stock Purchase Agreement between the Company
                and the purchasers of the Series A Cumulative
                Convertible Preferred Stock                                                            +(10.11)
       10.11  Amendment to License Agreement and Revised License Agreement
                between the Company and RCT dated
                April 25, 1985                                                                       ++++(10.5)
       10.12  Amendment dated as of May 3, 1989 to Revised License Agreement
                dated April 25, 1985 between the Company and Research
                Corporation                                                                           **(10.14)
</TABLE>


                                       8
<PAGE>

<TABLE>
<S>           <C>                                                                                   <C>
       10.13  License Agreement dated September 7, 1989 between the Company and
                Research Corporation Technologies, Inc.                                               **(10.15)
       10.14  Master Lease Agreement and Purchase Leaseback Agreement dated
                October 28, 1994 between the Company and Comdisco, Inc.                               ##(10.16)
       10.15  Employment Agreement with Peter G. Tombros dated as of
                April 5, 1997                                                                       ^^^^(10.15)
       10.16  Stock Purchase Agreement dated as of June 30, 1995                                     ~~~(10.16)
       10.17  Securities Purchase Agreement dated as of January 31, 1996                             ~~~(10.17)
       10.18  Registration Rights Agreements dated as of January 31, 1996                            ~~~(10.18)
       10.19  Warrants dated as of February 7, 1996 and issued pursuant to the Securities
                Purchase Agreement dated as of January 31, 1996                                      ~~~(10.19)
       10.20  Securities Purchase Agreement dated as of March 15, 1996                                 ^(10.20)
       10.21  Registration Rights Agreement dated as of March 15, 1996                                 ^(10.21)
       10.22  Warrant dated as of March 15, 1996 and issued pursuant to the Securities Purchase
              Agreement dated as of March 15, 1996                                                     ^(10.22)
       10.23  Amendment dated March 25, 1994 to License Agreement dated
                September 7, 1989 between the Company and Research Corporation
                Technologies, Inc.                                                                    ^^(10.23)
       10.24  Independent Directors' Stock Plan                                                       ^^(10.24)
       10.25  Stock Exchange Agreement dated February 28, 1997, by and between the
                Company and GFL Performance Fund Ltd.                                                ^^^(10.25)
       10.26  Agreement Regarding Registration Rights Under Registration Rights Agreement
                dated March 10, 1997, by and between the Company and Clearwater Fund IV
                LLC                                                                                  ^^^(10.26)
        27.0  Financial Data Schedule                                                                         o
        99.0  Factors to Consider in Connection with Forward-Looking Statements                      ^^^^(99.0)
</TABLE>

o     Filed herewith.

*     Previously filed as an exhibit to the Company's  Registration Statement on
      Form S-2  (File No.  33-  34874)  and  incorporated  herein  by  reference
      thereto.

**    Previously  filed as exhibits to the Company's  Annual Report on Form 10-K
      for the  fiscal  year  ended  June 30,  1989 and  incorporated  herein  by
      reference thereto.

***   Previously filed as an exhibit to the Company's  Registration Statement on
      Form S-18 (File No. 2-  88240-NY)  and  incorporated  herein by  reference
      thereto.

****  Previously  filed as exhibits to the Company's  Registration  Statement on
      Form S-1 (File No.  2-96279) filed with the  Commission  and  incorporated
      herein by reference thereto.

+     Previously filed as an exhibit to the Company's  Registration Statement on
      Form S-1 (File No. 33- 39391) filed with the Commission  and  incorporated
      herein by reference thereto.

+++   Previously filed as an exhibit to the Company's Annual Report on Form 10-K
      for the  fiscal  year  ended  June 30,  1993 and  incorporated  herein  by
      reference thereto.

++++  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
      for the  fiscal  year  ended  June 30,  1985 and  incorporated  herein  by
      reference thereto.

#     Previously filed as an exhibit to the Company's Current Report on Form 8-K
      dated April 5, 1994 and incorporated herein by reference thereto.


                                       9
<PAGE>

##    Previously  filed as an exhibit to the Company's  Quarterly Report on Form
      10-Q for the quarter ended  December 31, 1994 and  incorporated  herein by
      reference thereto.

~     Previously  filed as an exhibit to the Company's  Quarterly Report on Form
      10-Q for the  quarter  ended  March 31,  1995 and  incorporated  herein by
      reference thereto.

~~    Previously filed as an exhibit to the Company's Annual Report on Form 10-K
      for the  fiscal  year  ended  June 30,  1995 and  incorporated  herein  by
      reference thereto.

~~~   Previously  filed as an exhibit to the Company's  Quarterly Report on Form
      10-Q for the quarter ended  December 31, 1995 and  incorporated  herein by
      reference thereto.

^     Previously  filed as an exhibit to the Company's  Quarterly Report on Form
      10-Q for the  quarter  ended  March 31,  1996 and  incorporated  herein by
      reference thereto.

^^    Previously  filed as an exhibit to the Company's  Quarterly Report on Form
      10-Q for the quarter ended  December 31, 1996 and  incorporated  herein by
      reference thereto.

^^^   Previously  filed as an exhibit to the Company's  Quarterly Report on Form
      10-Q for the  quarter  ended  March 31,  1997 and  incorporated  herein by
      reference thereto.

^^^^  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
      for the year  ended June 30,  1997 and  incorporated  herein by  reference
      thereto.

     (b)  Reports on Form 8-K

          On August 8, 1997,  the Company  filed with the  Commission  a Current
     Report on Form 8-K dated  August 4, 1997  relating  to the  advancement  of
     PEG-Intron A by Schering-Plough  Corporation into Phase III clinical trials
     for  hepatitis C in the United States and Europe.  The Company's  agreement
     with  Schering-Plough  Corporation  provides for a $2.5  million  milestone
     payment upon this advancement.


                                       10
<PAGE>

                                   SIGNATURES

     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 thereunto duly authorized.

                                        ENZON, INC.
                                        ---------------------------------------
                                        (Registrant)



Date: November 14, 1997                 By:  /s/  Peter G. Tombros
                                                  -----------------------------
                                                  Peter G. Tombros
                                                  President and Chief Executive
                                                  Officer



                                        By:  /s/  Kenneth J. Zuerblis
                                                  -----------------------------
                                                  Kenneth J. Zuerblis
                                                  Vice President, Finance and
                                                  Chief Financial Officer
                                                  (Principal Financial
                                                  and Accounting Officer)


                                       11


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
     Enzon,  Inc. and Subsidiaries  Consolidated  Condensed  Balance Sheet as of
     September 30, 1997 and the Consolidated  Condensed  Statement of Operations
     for the three  months  ended  September  30, 1997 and is  qualified  in its
     entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-END>                                   SEP-30-1997
<CASH>                                          9,603,543
<SECURITIES>                                            0
<RECEIVABLES>                                   2,236,513
<ALLOWANCES>                                            0
<INVENTORY>                                     1,009,276
<CURRENT-ASSETS>                               12,920,345
<PP&E>                                         15,686,182
<DEPRECIATION>                                 13,185,086
<TOTAL-ASSETS>                                 16,934,636
<CURRENT-LIABILITIES>                           5,632,878
<BONDS>                                                 0
                                   0
                                         1,080
<COMMON>                                          309,134
<OTHER-SE>                                      9,276,612
<TOTAL-LIABILITY-AND-EQUITY>                   16,934,636
<SALES>                                         2,464,634
<TOTAL-REVENUES>                                4,669,743
<CGS>                                             604,708
<TOTAL-COSTS>                                   4,080,119
<OTHER-EXPENSES>                                        0
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                  6,438
<INCOME-PRETAX>                                   697,924
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                               697,924
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                      697,924
<EPS-PRIMARY>                                        0.02
<EPS-DILUTED>                                        0.02
        


</TABLE>


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