<PAGE>

                                                                    EXHIBIT 10.3

                         EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), is entered into as
of July 25, 2001, by and between POZEN Inc. (the "Company"), with offices
located at 6330 Quadrangle Drive, Suite 240, Chapel Hill, North Carolina, and
Kristina M. Adomonis ("Executive"), whose address is 1109 Wagon Ridge Road,
Raleigh, North Carolina 27614.

                                   WITNESSETH:

     WHEREAS, the Company is engaged in certain pharmaceutical research,
development and marketing activities; and

     WHEREAS, the Company has employed and wishes to continue to employ
Executive in the position of Senior Vice President, Business Development, and
Executive desires to continue in the employment with the Company.

     NOW, THEREFORE, in consideration of the foregoing and the provisions
and mutual promises herein contained and other good and valuable consideration,
the parties hereby agree as follows:

     1. EMPLOYMENT. The Company hereby engages and employs Executive, and
Executive hereby accepts engagement and employment, as Senior Vice President,
Business Development, of the Company, with such duties and responsibilities as
are normally related to such position in accordance with the standards of the
industry and any additional duties as may be assigned to Executive from time to
time by the Board of Directors of the Company.

     2. TERM. Executive's employment shall be for a term of two (2) years from
the date of execution of this Agreement (the "Term"), and thereafter shall be
automatically renewed with additional one (1) year terms to follow
consecutively, subject to the termination and severance provisions herein later
provided, unless amended or modified by mutual agreement of the parties. As used
herein, "Term" shall include the Initial Term and any renewals thereof in
accordance with this Agreement.

     3. EXCLUSIVE SERVICE. Executive agrees to devote Executive's full time and
attention to the performance of Executive's duties and responsibilities on
behalf of the Company and to comply with all policies and regulations of the
Company.

     4. COMPENSATION. During the Term of this Agreement, Executive's
compensation shall be determined and paid as follows:

        (a)  Base Salary. Executive shall receive an annual base salary of at
             -----------
     least $189,332, payable in accordance with the Company's payroll practices.
     Annual increases will be made, if any, based upon performance, and in the
     sole discretion of the Board of Directors or the Compensation Committee of
     the Board of Directors (each or collectively, the "Committee"), such
     increases to be effective as of January 1 of each year during the Term.

<PAGE>

        (b) Bonus. Executive shall be eligible to receive an annual cash
            -----
     incentive bonus of up to forty percent (40%) of annual base salary, or such
     greater amount up to eighty percent (80%) of annual base salary, as may be
     set by the Committee by March 31 of each year. The determination of the
     actual bonus earned, if any, shall be at the sole discretion of the
     Committee and shall be based upon the Committee's assessment of Executive's
     performance and the achievement of certain objectives which shall be set by
     the Committee from time to time. Executive's performance shall be evaluated
     by the Committee on an annual basis, and the Committee shall adjust
     Executive's salary in its sole discretion. Nothing in this section shall be
     construed as guaranteeing Executive a bonus in any amount.

        (c) Stock Options. Executive shall be eligible to receive an annual
            -------------
     stock option grant, with the amount of such grant to be determined in the
     sole discretion of the Committee.

        (d) Benefits. Executive shall be eligible to participate in the
            --------
     Company's standard employee benefit programs made available to employees of
     the Company from time to time, subject to appropriate premium
     contributions, benefit elections, etc. In addition, Executive shall be
     entitled to three (3) weeks of paid vacation per year.

        (e) Business Expenses. The Company shall reimburse Executive for all
            -----------------
     reasonable expenses incurred in the furtherance of the Company's business
     and interests, including travel and entertainment. Executive agrees to
     comply with the expense reporting policies and procedures of the Company.

        (f) Adequate Office Space. The Company shall provide to Executive
            ---------------------
     adequate office space, facilities, and administrative support appropriate
     to Executive's position.

     5. TERMINATION. This Agreement shall or may be terminated, as the case may
be, upon the terms and conditions hereinafter provided.

        (a) Voluntary Termination. This Agreement shall be considered
            ---------------------
     voluntarily terminated by the parties if either party provides written
     notice of such party's intent not to renew this Agreement, provided that
     such party shall provide at least ninety (90) days' written notice to the
     other party prior to the last day of the Initial Term or any renewal term.

        (b) Involuntary Termination. The Company may terminate this Agreement
            -----------------------

     upon written notice to Executive (or Executive's representative) in any of
     the following events:

            (i)   The death of Executive;

            (ii)  Executive becomes permanently disabled; or

                                                                               2

<PAGE>

         (iii) For Cause, immediately upon written notice to Executive. "Cause"
               shall be determined by the Board of Directors and shall mean: (A)
               breach by Executive of the terms of this Agreement; (B) breach of
               the Nondisclosure, Inventions and Non-Competition Agreement
               (described in Section 6 below); (C) material failure by Executive
               to comply with the policies or directives of the Board of
               Directors; (D) any illegal or dishonest action that is materially
               detrimental to the Company; or (E) Executive's failure to
               faithfully carry out the duties of Executive's position, provided
               that Executive shall be given a period of thirty (30) days after
               receipt of written notice of such failure during which to correct
               such failure.

     (c) Obligations upon Certain Terminations. Upon voluntary termination of
         -------------------------------------
this Agreement, or termination of Executive's employment by the Company for
Cause (as defined below) or upon Executive's death or disability, or termination
by Executive for other than Good Reason (as defined below), the Company shall
have no further obligations hereunder other than the payment of all compensation
and other benefits payable to Executive through the date of such termination.

     (d) Severance. In the event of termination of Executive's employment (i) by
         ---------
the Company for reasons other than Cause or Executive's death or disability, or
(ii) by Executive for Good Reason, Executive shall receive a severance benefit
in an amount equal to one (1) year's base salary plus the average annual bonus
awarded Executive over the previous two (2) years. Executive shall also continue
to be entitled to receive all Company benefits to which Executive was entitled
as of the date of termination, subject to the terms of all applicable benefit
plans and to the extent such benefits can be provided to non-employee (or to the
extent such benefits cannot be provided to non-employees, then the cash
equivalent thereof), at the same average level and on the same terms and
conditions which applied immediately prior to the date of Executive's
termination, for the shorter of (i) one year following the date of such
termination or (ii) until Executive obtains comparable coverage from another
employer. At any time during the severance period, the Company may elect to pay
a lump sum amount to Executive which represents the reasonable value of such
benefits reduced to their present value in lieu of continuing payment of
benefits.

     (e) Good Reason. For purposes of this Agreement, "Good Reason" shall mean,
         -----------
the occurrence, without the consent of Executive, of any of the following
events, unless, in the case of (i), (ii) and (iii) below, such event is
corrected within thirty (30) days after written notification by Executive to the
Company of the same: (i) the office from which Executive performs Executive's
principal duties is moved more that 50 miles from the current location of the
Company's offices in Chapel Hill, North Carolina; (ii) Executive's duties and
responsibilities are substantially reduced or diminished; (iii) the Company
materially breaches its obligations under this Agreement; or (iv) a Change of
Control (as defined below) occurs and Executive notifies the Company in writing
within sixty (60) days of the consummation of such Change of Control that
Executive intends to

                                                                               3

<PAGE>

terminate Executive's employment as a result of the Change of Control, in which
event such termination shall be effective not less than sixty (60) days after
the date of such written notice.

      (f) Tax Gross-Up for Parachute Payments.
          -----------------------------------

          (A) If at any time or from time to time it shall be determined that
any payment to Executive pursuant to this Agreement or any other payment or
benefit hereunder or under any other plan or agreement or otherwise ("Potential
Parachute Payment") would constitute an "excess parachute payment" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), and thus would be subject to the excise tax imposed by Section 4999 of
the Code, or any similar tax payable under any United States federal, state,
local, foreign or other law ("Excise Tax"), then Executive shall receive and the
Company shall pay or cause to be paid a Tax Gross-Up Payment with respect to all
Taxes as defined below. The Tax Gross-Up Payment is intended to compensate
Executive for all such excise taxes and federal, state, local, foreign or other
income, employment or excise taxes or other taxes ("Taxes") payable by Executive
with respect to the Tax Gross-Up Payment and shall be in an amount such that
after payment of Taxes on such amount there remains a balance sufficient to pay
the taxes being reimbursed. For purposes of determining the amount of the Tax
Gross-Up Payment, Executive shall be deemed to pay federal income tax and
employment taxes at the highest marginal rate of federal income and employment
taxation in the calendar year in which the Tax Gross-Up Payment is to be made
and state and local income taxes at the highest marginal rate of taxation in the
state and locality of Executive's residence (or, if greater, the state and
locality in which Executive is required to file a nonresident income tax return
with respect to the Potential Parachute Payment), net of the maximum reduction
in federal income taxes that may be obtained from the deduction of such state
and local taxes.

          (B) The determinations to be made under this Section 5(f) shall be
made by the Company's independent public accountants (the "Accounting Firm"),
which firm shall provide its determinations and any supporting calculations both
to the Company and to Executive. Any such determination by the Accounting Firm
shall be binding upon the Company and Executive. All fees and expenses of the
Accounting Firm in performing the determinations referred to in this Section
5(f) shall be borne solely by the Company, and the Company shall indemnify and
hold harmless the Accounting Firm of and from any and all claims, damages and
expenses resulting therefrom, except for claims, damages or expenses resulting
from the gross negligence or willful misconduct of the Accounting Firm.

      (g) Disability. For purposes of this Agreement, Executive shall be
          ----------
considered permanently disabled when a qualified medical doctor mutually
acceptable to the Company and Executive or Executive's personal representative
shall have certified in writing that: (i) Executive is unable because of
medically determinable physical or mental disability to perform substantially
all of Executive's duties for more than one hundred eighty (180) calendar days
measured from the last full day of work; or (ii) by

                                                                               4

<PAGE>

     reason of mental or physical disability, it is unlikely that Executive will
     be able, within one hundred eighty (180) calendar days, to resume
     substantially all business duties and responsibilities in which Executive
     was previously engaged and otherwise discharge Executive's duties under
     this Agreement.

          (h) Change of Control. For purposes of this Agreement, a "Change of
              -----------------
     Control" shall be deemed to have occurred:

              (i)  If any person (as such term is used in sections 13(d) and
          14(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act")) (other than the Company or any trustee or fiduciary
          holding securities under an employee benefit plan of the Company)
          becomes a beneficial owner (as defined in Rule 13d-3 under the
          Exchange Act), directly or indirectly, of securities of the Company
          representing 50% or more of the voting power of the then outstanding
          securities of the Company; provided that a Change of Control shall not
          be deemed to occur as a result of a transaction in which the Company
          becomes a subsidiary of another corporation and in which the
          stockholders of the Company, immediately prior to the transaction,
          will beneficially own, immediately after the transaction, shares
          entitling such stockholders to more than 50% of all votes to which all
          stockholders of the parent corporation would be entitled in the
          election of directors (without consideration of the rights of any
          class of stock to elect directors by a separate class vote); or

              (ii) Upon the consummation of (A) a merger or consolidation of
          the Company with another corporation where the stockholders of the
          Company, immediately prior to the merger or consolidation, will not
          beneficially own, immediately after the merger or consolidation,
          shares entitling such stockholders to more than 50% of all votes to
          which all stockholders of the surviving corporation would be entitled
          in the election of directors (without consideration of the rights of
          any class of stock to elect directors by a separate class vote), (B) a
          sale or other disposition of all or substantially all of the assets of
          the Company, or (C) a liquidation or dissolution of the Company.

     6.   NON-DISCLOSURE, INVENTIONS AND NON COMPETITION. Executive shall
execute and be bound by the terms of the Company's standard non-disclosure,
inventions and non-competition agreement in the form attached hereto as Exhibit
A and incorporated herein by reference.

     7.   NOTICES. Any notice required to be given shall be in writing
personally delivered by certified mail or registered mail or by facsimile
(receipt confirmed) to the address last shown in the Company's records.

     8.  SEVERABILITY. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any provision (or part
thereof) of this Agreement shall in no way affect the validity or enforceability
of any other provision (or remaining part thereof).

                                                                               5

<PAGE>



         9.  GOVERNING  LAW. This  Agreement  shall be governed by and construed
according to the laws of the State of North Carolina, without reference to the
choice of law provisions of such laws.

         10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties relating to the subject matter hereof, and the parties hereto have
made no agreements, representations, or warranties relating to the subject
matter of this Agreement which are not set forth herein. No modification of this
Agreement shall be valid unless made in writing and signed by the parties
hereto.

         11. BENEFIT. This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and assigns, including
any corporation or other entity with which or into which the Company may be
merged or which may succeed to its assets or business; provided, however, that
the obligations of Executive are personal and shall not be assigned by
Executive.

         12. INJUNCTIVE RELIEF. Executive understands and agrees that the
Company will suffer irreparable harm in the event that Executive breaches any of
Executive's obligations under this Agreement and that monetary damages will be
inadequate to compensate the Company for such breach. Accordingly, Executive
agrees that, in the event of a breach or threatened breach by Executive of any
of the provisions of this Agreement, the Company, in addition to and not in
limitation of any other rights, remedies, or damages available to the Company at
law or in equity, shall be entitled to a permanent injunction in order to
prevent or to restrain any such breach by Executive, or by Executive's partners,
agents, representatives, servants, employers, employees and/or any and all
persons directly or indirectly acting for or with Executive; provided such
injunction shall not affect Executive's ownership rights in the Company or
compensation earned or due Executive.

                                                                               6

<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Executive
Employment Agreement and affixed their seals as of the day and year first above
written.

                                 EMPLOYER:

                                 POZEN INC.


                                 By:      John R. Plachetka
                                          -----------------------------------
                                 Name:    John R. Plachetka, Pharm.D.
                                 Title:   Chairman, President & CEO

                                 EMPLOYEE:

                                 /s/  Kristina M. Adomonis
                                 --------------------------------------------
                                 Kristina M. Adomonis

                                                                               7

<PAGE>
                                    EXHIBIT A

             NON-DISCLOSURE, INVENTION AND NON-COMPETITION AGREEMENT

         THIS NON-DISCLOSURE, INVENTION AND NON-COMPETITION AGREEMENT (the
"Agreement") is effective for all purposes and in all respects, by and between
POZEN Inc., a Delaware corporation (hereinafter referred to as "Employer"), and
_____________________________ (hereinafter referred to as "Employee").

         WHEREAS,  Employer is about to employ  Employee in a position of trust
and  confidence  to aid Employer in its business; and

         WHEREAS, Employer desires to receive from Employee a covenant not to
disclose certain information relating to Employer's business and certain other
covenants; and

         WHEREAS, as a material inducement to Employer to employ Employee and to
pay to Employee compensation for such services, Employee has agreed to such
covenants; and

         WHEREAS, Employer and Employee desire to set forth in writing the terms
and conditions of their agreements and understandings.

         NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:

         1. Disclosure of Information. Employee acknowledges that, in and as a
            -------------------------
result of his employment by Employer, he will be making use of, acquiring and/or
adding to confidential information of a special and unique nature and value,
including, without limitation, Employer's trade secrets, products, systems,
programs, procedures, manuals, guides (as periodically updated or supplemented),
confidential reports and communications (including, without limitation, customer
site information, technical information on the performance and reliability of
Employer's products and the development or acquisition of future products or
product enhancements by Employer) and lists of customers, as well as the nature
and type of the services rendered by Employer and the fees paid by Employer's
customers. Employee further acknowledges that any information and materials
received by Employer from third parties in confidence (or subject to
non-disclosure covenants) shall be deemed to be and shall be confidential
information within the meaning of this Section 1. As a material inducement to
Employer to employ Employee and to pay to Employee compensation for such
services to be rendered to Employer by Employee (it being understood and agreed
by the parties hereto that such compensation shall also be paid and received in
consideration hereof), Employee covenants and agrees that he shall not, except
with the prior written consent of the Board of Directors of Employer, at any
time during or following the term of his employment with Employer, directly or
indirectly, divulge, reveal, report, publish, transfer or disclose, for any
purpose whatsoever, any of such confidential information which has been obtained
by or disclosed to him as a result of his employment with Employer, including,
without limitation, any Proprietary Information, as defined in Section 2 hereof;
Employee agrees further that upon termination of his employment

                                                                               8

<PAGE>
with Employer for any reason, he shall sign the Employee Termination Statement,
a form of which is attached hereto. The aforementioned obligation of
confidentiality and non-disclosure shall not apply when:

                  (a)      Public Domain. The information disclosed to Employee
                           -------------
was in the public domain at the time of disclosure, or at any time after
disclosure has become a part of the public domain by publication or otherwise
through sources other than Employee, directly or indirectly, and without fault
on the part of Employee in failing to keep such information confidential; or

                  (b)      Requirement of Law or Order. Disclosure is
                           ---------------------------
required by law or court order, provided Employee gives Employer prior written
notice of any such disclosure; or

                  (c)      Agreement. Disclosure is made with the prior
                           ---------
written agreement of the Board of Directors of Employer; or

                  (d)      Prior Information. The information is encompassed by
                           -----------------
the ideas and inventions listed on Schedule A hereto or was in Employee's
                                   ----------
possession at the time of disclosure, as shown by written records in existence
prior to such time, and such information has not been transferred to Employer,
and was not acquired, directly or indirectly, from the Employer; or

                  (e)      Third Party  Disclosure. The information is
                           -----------------------
lawfully disclosed to Employee after the termination of his employment by a
third party who is under no obligation of confidentiality to Employer with
respect to such information; or

                  (f)      Independently  Developed. Such information is
                           ------------------------
independently developed by Employee subsequent to the termination of his active
participation in the business of Employer, as demonstrated by written records of
Employee which are contemporaneously maintained.

         2.       Definition of Proprietary Information. For purposes of this
                  -------------------------------------
Agreement, the term "Proprietary Information" shall mean all of the following
materials and information (whether or not reduced to writing and whether or not
patentable or protectable by copyright) which Employee receives, receives access
to, conceives of or develops, in whole or in part, as a direct or indirect
result of his employment with Employer, in the course of his employment with
Employer (in any capacity, whether executive, managerial, planning, technical,
sales, research, development, manufacturing, engineering or otherwise) or
through the use of any of Employer's facilities or resources:

                           (i)  Manufactured products, assembled or unassembled,
and any related goods or systems and any and all future products, software or
systems developed or derived therefrom;

                           (ii) With respect to the items described in Section
2(i) above, all hardware and software relating to design or manufacture; all
source and object codes to such hardware and software; all specifications,
design concepts, documents and manuals; all security systems relating to the
product or procedures, including, without limitation, software security systems;

                                                                               9

<PAGE>
                           (iii) Trade secrets, production processes, marketing
techniques, mailing lists, purchasing information, price lists, pricing
policies, quoting procedures, financial information, customer and prospect names
and requirements, customer data, customer site information and other materials
or information relating to the manner in which Employer does business;

                           (iv)  Discoveries, concepts and ideas, whether or not
patentable or protectable by copyright, including, without limitation, the
nature and results of research and development activities, technical information
on product or program performance and reliability, processes, formulas,
techniques, "know-how", source codes, object codes, designs, drawings and
specifications;

                           (v)   Any other material or information related to
the business or activities of Employer which is not generally known to others
engaged in similar businesses or activities;

                           (vi)  Any other material or information that has been
created, discovered or developed, or otherwise becomes known to Employer which
has commercial value in the business in which Employer is engaged; and

                           (vii) All ideas which are derived from or relate to
Employee's access to or knowledge of any of the above-enumerated materials and
information.

         Failure to mark any of the Proprietary Information as confidential
shall not affect its status as part of the Proprietary Information under the
terms of this Agreement.

         3.       Ownership of Information.
                  ------------------------

                  (i) Employee hereby assigns to Employer all of Employee's
right, title and interest in any idea (whether or not patentable or protectable
by copyright), product, invention, discovery, computer software program or other
computer-related equipment or technology, conceived or developed in whole or in
part, or in which Employee may have aided in its development, while employed by
Employer, including, without limitation, any Proprietary Information. If any one
or more of the aforementioned are deemed in any way to fall within the
definition of "work made for hire", as such term is defined in 17 U.S.C. ss.
101, such work shall be considered "work made for hire", the copyright of which
shall be owned solely, completely and exclusively by Employer. If any of the
aforementioned are considered to be work not included in the categories of work
covered by the "work made for hire" definition contained in 17 U.S.C. ss. 101,
such work shall be owned solely by, or assigned or transferred completely and
exclusively to, Employer. Employee agrees to execute any instruments and to do
all other things reasonably requested by Employer (both during and after
Employee's employment with Employer) in order to more fully vest in Employer all
ownership rights in those items thereby transferred by Employee to Employer.
Employee further agrees to disclose immediately to Employer all Proprietary
Information conceived of or developed in whole or in part by him

                                                                              10

<PAGE>

during the term of his employment with Employer and to assign to Employer any
right, title or interest he may have in such Proprietary Information.

            (ii)  Employee hereby represents and warrants that Employee has
fully disclosed to Employer on Schedule A hereto any idea, invention, product,
                               ----------
improvement, computer software program or other equipment or technology related
to therapeutic pharmaceuticals (an "Invention") not covered in Section 3(i)
above which, prior to his employment with Employer, Employee conceived of or
developed, wholly or in part, and in which Employee has any right, title or
proprietary interest and which directly relate to Employer's business, but which
has not been published or filed with the United States Patent or Copyright
Offices or assigned or transferred to Employer. If there is no such list of
Schedule A, Employee represents that Employee has made no such Inventions at the
---------- time of signing this Agreement or Employee hereby assigns such
Inventions to Employer.

            (iii) Notwithstanding anything in this Agreement to the contrary,
the obligation of Employee to assign or offer to assign his rights in an
Invention to Employer shall not extend or apply to an Invention that Employee
developed entirely on his own time without using Employer's equipment, supplies,
facility or trade secret information unless such Invention (a) relates to
Employer's business or actual or demonstrably anticipated research or
development, or (b) results from any work performed by Employee for Employer.
Employee shall bear the burden of proof in establishing that his Invention
qualifies for exclusion under this Section 3(iii). With respect to Section
3(iii), it is agreed and acknowledged that during Employee's employment,
Employer may enter other lines of business, which are related or unrelated to
its current lines of business, in which case this Agreement would be expanded to
cover such new lines of business.

         4. Injunctive Relief. Employee understands and agrees that Employer
            -----------------
will suffer irreparable harm in the event that Employee breaches any of his
obligations under this Agreement and that monetary damages will be inadequate to
compensate Employer for such breach. Accordingly, Employee agrees that, in the
event of a breach or threatened breach by Employee of any of the provisions of
this Agreement, Employer, in addition to and not in limitation of any other
rights, remedies or damages available to Employer at law or in equity, shall be
entitled to a permanent injunction in order to prevent or to restrain any such
breach by Employee, or any of employee's partners, agents, representatives,
servants, employers, employees and/or any and all persons directly or indirectly
acting for or with him.

         5. Records. All notes, data, tapes, reference materials, sketches,
            -------
drawings, memoranda, models and records in any way relating to any of the
information referred to in Sections 1, 2 and 3 hereof (including, without
limitation, any Proprietary Information) or to Employer's business shall belong
exclusively to Employer, and Employee agrees to turn over to Employer all such
materials and all copies of such materials in his possession or then under his
control at the request of Employer or, in the absence of such a request, upon
the termination of Employee's employment with Employer.

         6. Accounting for Profits.  Employee covenants and agrees that, if he
            ----------------------
shall  violate any of his covenants or agreements under this Agreement, Employer
shall be entitled to an

                                                                              11

<PAGE>

accounting and repayment of all profits, compensation, commissions,
remunerations or benefits which Employee directly or indirectly has realized
and/or may realize as a result of, growing out of or in connection with any such
violation; such remedy shall be in addition to and not in limitation of any
injunctive relief or other rights or remedies to which Employer is or may be
entitled at law, in equity or under this Agreement.

         7. Covenant Not to Compete. It is recognized and understood by the
            -----------------------
parties hereto that Employee, through Employee's association with Employer as an
employee, shall acquire a considerable amount of knowledge and goodwill with
respect to the business of Employer, which knowledge and goodwill are extremely
valuable to Employer and which would be extremely detrimental to Employer if
used by Employee to compete with Employer. It is, therefore, understood and
agreed by the parties hereto that, because of the nature of the business of
Employer, it is necessary to afford fair protection to Employer from such
competition by Employee. Consequently, as a material inducement to employ
Employee in the aforementioned positions, Employee covenants and agrees to the
following:

            (a)  Except as otherwise approved in writing by Employer, Employee
agrees:

                 (i)    that Employee  will not, directly or indirectly, with or
through any family member or former director, officer or employee of Employer,
or acting along or as a member of a partnership or as an officer, holder of or
investor in as much as 5% of any security of any class, director, employee,
consultant or representative of any corporation or other business entity:

                        (1) at any time while engaged as an employee of Employer
and for a period of two (2) years following termination as an employee,
interfere with, or seek to interfere with, the relationship between Employer or
any affiliate of Employer and the following: (a) any of the employees of such
entities; (b) any of the customers of such entities then existing or existing at
any time within three (3) years prior to termination of Employee's employment by
Employer; or (c) any of the suppliers of such entities then existing or existing
at any time within three (3) years prior to termination of Employee's employment
by Employer.

            (b) The parties hereto agree that in the event that either the
length of time or the geographic area set forth in paragraph (a) is deemed too
restrictive in any court proceeding, that the court may reduce such restrictions
to those which it deems reasonable under the circumstances.

            (c) Employee agrees and acknowledges that Employer does not have any
adequate remedy at law for the breach or threatened breach by him of this
covenant and agrees that Employer may in addition to the other remedies which
may be available to it under this Agreement, file a suit in equity to enjoin
Employee from such breach or threatened breach.

                                                                              12

<PAGE>

8.   Reasonableness of Restrictions.
     ------------------------------

         (a) Employee has carefully read and considered the provisions of
Sections 1 through 7 hereof and, having done so, agrees that the restrictions
set forth therein are fair and reasonable and are reasonably required for the
protection of the interests of Employer, its officers, directors, stockholders
and employees.

         (b) In the event that, notwithstanding the foregoing, any part of the
covenants set forth in Sections 1 through 7 hereof shall be held to be invalid
and unenforceable, the court so deciding may reduce or limit the terms of such
provision to allow such provision to be enforced.

     9.  Burden and Benefit. This Agreement shall be binding upon, and shall
         ------------------
inure to the benefit of, Employer and Employee, and their respective heirs,
personal and legal representatives, and, in the case of Employer, its successors
and assigns.

     10. Governing Law. In view of the fact that the principal office of
         -------------
Employer is located in the State of North Carolina, it is understood and agreed
that the construction and interpretation of this Agreement shall at all times
and in all respects be governed by the laws of the State of North Carolina.

     11. Severability. The provisions of this Agreement shall be deemed
         ------------
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof shall not affect the validity or enforceability of the other
provisions hereof.

     12. Employer. As used herein, the term "Employer" shall also include any
         --------
corporation which is at any time the parent or a subsidiary of Employer, or any
corporation or entity which is an affiliate of Employer by virtue of common
(although not identical) ownership, and for which Employee is providing services
in any form during his employment with Employer or any such other corporation or
entity.

     13. Notices. Any notice required to be given hereunder shall be sufficient
         -------
if in writing, and sent by certified or registered mail, return receipt
requested, first-class postage prepaid, in the case of Employee, to his address
as shown on Employer's records, and in the case of Employer, to its principal
office in the State of North Carolina.

     14. Entire Agreement. This Agreement contains the entire agreement and
         ----------------
understandings by and between Employer and Employee with respect to the
covenants herein described, and no representations, promises, agreements or
understandings, written or oral, not herein contained shall be of any force or
effect. Nothing contained in this Agreement shall be deemed or construed to
constitute an agreement by Employer to employ or continue to employ Employee. No
change or modification hereof shall be valid or binding unless the same is in
writing and signed by the parties hereto. No waiver of any provision of this
Agreement shall be valid unless the same is in writing and signed by the party
against whom such waiver is sought to be enforced; moreover, no valid waiver of
any provision of this Agreement at any time shall be deemed a waiver of any
other provision of this Agreement at such time nor will it be deemed a valid
waiver of such provision at any other time.

                                                                              13

<PAGE>

     15. Headings. The headings and other captions in this Agreement are for
         --------
onvenience and reference only and shall not be used in interpreting, construing
or enforcing any of the provisions of this Agreement.

     16. Effective Date. This Agreement shall be effective as of the date
         --------------
____________, _____.

     IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement
as of the day and year first above written.

EMPLOYER:
--------

         POZEN Inc.

         By:_________________________________
         Name:  John R. Plachetka, Pharm.D.
         Title: President and Chief Executive Officer

EMPLOYEE:
--------

         __________________________________

         _____________________________

                                      Date

                                                                              14

<PAGE>
                                   SCHEDULE A
      Inventions, Ideas, Products, Etc. Not Covered in Section 3(i)
                                of the Agreement


[Note:  If Employee has no such items to disclose, write "NONE" on this line:
___________.]

                                                                              15

<PAGE>

                         EMPLOYEE TERMINATION STATEMENT

                  1. I am cognizant of my legal obligations, as stated in that
certain Non-Disclosure, Invention and Non-Competition Agreement, dated
_________, ____, which I signed at the commencement of my employment with
respect to confidential information of POZEN Inc. (the "Company"), and hereby
specifically reaffirm all of the provisions stated therein.

                  2. I understand that my obligation not to use or disclose
Company confidential information remains in effect after the termination of my
employment with the Company and that if, at any time in the future, I wish to
utilize, disclose or publish any Company confidential information, or if I
should be in doubt as to whether any such information may be confidential to the
Company, I will, prior to such use or disclosure, obtain the written consent of
the Company to do so. I further understand that such consent may be refused
where Company confidential information is involved.

                  3. I understand that, to the extent permitted by law, any
idea, invention, discovery, computer software program or other computer-related
equipment or technology, conceived or developed by me in whole or in part, or in
which I may have aided in its development during my employment with the Company,
belongs exclusively to the Company. I hereby certify that I have made full
disclosure in writing to the Company or have discussed with my supervisor at the
Company all of such ideas, inventions, discoveries, computer programs and
computer-related equipment or technology. I further understand that I still have
an obligation subsequent to termination of my employment with the Company to
execute such papers as the Company may reasonably request to more fully vest in
the Company all ownership rights in the items referenced in this paragraph.

                  4. I hereby certify that all materials related directly or
indirectly to my employment with the Company and all copies thereof, have been
returned to my supervisor at the Company. I further certify that no computer
listings, programs, object codes, source codes, product development guides,
flow-charts or other documents owned by the Company or provided to or used by me
in connection with my employment at the Company, whether in machine-readable
form or otherwise, have been retained by me or given to any other third person
or entity in anticipation of my employment termination or for any other reason,
and further certify that none of the aforementioned will be removed from the
Company's premises by me.

ACCEPTED:

POZEN Inc.

By: ______________________________               ______________________________

__________________________________               ______________________________
Date                                             Date

                                                                              16