exhibit10_9.htm


    Exhibit
      10.9

     

    

      Confidential
        Treatment has been requested for portions of this exhibit.  The copy
        filed herewith omits the information subject to the confidentiality
        request.  Omissions are designated as “***”.  A complete
        version of this exhibit has been filed separately with the Securities and
        Exchange Commission.


      


      [AstraZeneca
        Letterhead]

      


      


      October
        1, 2007

      


      By
        Facsimile:  (919) 913-1039

      


      Gilda
        Thomas

      Senior
        Vice President & General Counsel

      POZEN,
        Inc.

      1414
        Raleigh Road, Suite 400

      Chapel
        Hill, NC 27517

      USA

      


      Re:  Amendment
        No. 1 dated as of September 6, 2007 (the "Amendment") to the Collaboration
        and
        License Agreement dated as of August 1, 2006 by and between POZEN INC. and
        AstraZeneca AB (the "Agreement")

      


      Dear
        Gilda:

      


      As
        you discussed with our counsel,
        David McIntosh of Ropes & Gray, due to a clerical error in preparing the
        Amendment, Exhibit G in the executed version of the Amendment was
        incomplete.  Attached to this letter is the complete version of
        Exhibit G that should have been attached to the Amendment.

      


      If
        this new Exhibit G attached to this
        letter is acceptable to Pozen, please execute this letter memorializing the
        parties' agreement that this new Exhibit G will replace the Exhibit G attached
        to the executed Amendment.  Accordingly, upon execution of this
        letter, this new attached Exhibit G will become Exhibit G to the Amendment,
        and
        the Exhibit G originally attached to the Amendment will be superseded and
        replaced and be of no further force and effect.

      


      Except
        as otherwise expressly provided
        in this letter, the terms of the Agreement shall remain in full force and
        effect.  This letter may be executed in counterparts, each of which
        when so executed and delivered shall be an original, and all of which together
        shall constitute one instrument.

      


      [This
        space left intentionally blank]

      



      
        
          ***
            Portion for which confidential treatment requested.

          
          

        

        
          -
            1
            -

          
            

          

        

        
          
          

        

      


      If
        this
        letter reflects your understanding, please countersign in the space provided
        below and return one original copy to my attention by facsimile at (302)
        885-6862.

      


      


      Sincerely,

      


      


      
        
          	 By:	 /s/
                  Richard J. Kenny
	 Name:	 Richard
                  J. Kenny
	 Title:	 Assistant
                  General Counsel


        

      

          

      


      


      AGREED:

      


      POZEN
        INC.

      


      


      
        
          	 By:	 /s/
                  Gilda Thomas
	 Name: 	 Gilda
                  Thomas
	 Title: 	 Senior
                  Vice President & General
                  Counsel


        

      

                         


      
        
          ***
            Portion for which confidential treatment requested.

          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

      OPERATING
        PRINCIPLES

      


      GPT
        Meetings:

      


      ***

      ***

      ***

      


      CPT
        Meetings:

      ***

      ***

      ***

      ***

      ***

      ***

      ***

      ***

      ***

      


      Face-to-Face
        GPT Meetings:

      ***

      ***

      Regulatory:

      ***

      ***

      ***

      ***

      


      



      
        
          ***
            Portion for which confidential treatment requested.

          
          

        

        
          -
            3
            -