EXHIBIT
10.1




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.
  AMENDMENT
NO. 2 TO THE COLLABORATION AND LICENSE AGREEMENT
  This
Amendment No. 2 to the Collaboration and License Agreement (this “Amendment No.
2”) is made effective as of October 1, 2008 (the “Amendment No. 2 Effective
Date”) by and between POZEN INC., a Delaware corporation having offices at 1414
Raleigh Road, Suite 400, Chapel Hill, North Carolina (“POZEN”), and ASTRAZENECA
AB, a Swedish corporation having an office at SE-431 83, Mölndal, Sweden
(“AstraZeneca”).  POZEN and AstraZeneca may be referred to herein
individually as a “Party,” or collectively as the “Parties.”
  RECITALS
  A.
              POZEN
      and AstraZeneca entered into that certain Collaboration and License
      Agreement, dated as of August 1, 2006, and effective as of September 7,
      2006 (as amended hereby, the
“Agreement”).
  B.
              POZEN
      and Astra Zeneca entered into an Amendment No. 1 to the Agreement
      effective as of September 6, 2007;
  C.
              POZEN
      and AstraZeneca desire to amend the
Agreement.
  NOW,
THEREFORE, in consideration of the mutual promises and covenants hereinafter set
forth, the parties hereto agree to amend the Agreement as follows:
  Capitalized
terms used herein have the respective meanings assigned to them as defined in
this Amendment No. 2.  Other capitalized terms not otherwise defined
herein have the meaning ascribed thereto in the Agreement.
  ARTICLE
1 - AMENDMENTS
  1.1  Amendment
to Section 3.3.3.  Section 3.3.3 of the Agreement is hereby
amended and restated to read in its entirety as follows:
  “AstraZeneca
will pay POZEN within *** (***) days following the receipt *** of  the
invoice sent as hard copy and also in the form of a pdf file via e-mail for
Direct costs and FTE Costs that do not exceed the then current ADA Budget by
more than *** percent (***%); provided, that the GPT will approve variances
above ***% if and to the extent the variances are (a) reasonable in light of
prevalent market conditions for similar work and consistent with POZEN’s
expenditures on Core Development Activities to the extent the activities are
comparable, or (b) beyond POZEN’s reasonable control.”
  The
parties agree that the amendment to section 3.3.3 set forth above will apply to
all invoices outstanding as of the Amendment No. 2 Effective Date.
   ***
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  1.2  Amendment
to Exhibit F (TPP Profile and TPP Studies).  Exhibit F of the
Agreement as revised and attached to Amendment No. 1 is hereby amended and
restated to read in its entirety as set forth in Exhibit F attached
hereto:
  ARTICLE
2 – REFERENCE TO AND EFFECT ON THE AGREEMENT
  2.1  Reference
to Agreement.  Upon and after the effectiveness of this
Amendment No. 2, each reference in the Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import referring to the Agreement shall
mean and be a reference to the Agreement as modified and amended by Amendment
No. 1 and this Amendment No. 2.
  2.2  Effectiveness
of Agreement.  The Amendment No. 2 set forth above shall not be
effective until execution and delivery of this Amendment No. 2 by both
parties.  Except as specifically amended above, the Agreement, as
amended, is and shall continue to be  in full force and effect and is
hereby in all respects ratified and confirmed and shall constitute the legal,
valid, binding and enforceable obligations of the parties.
  2.3  No
Waiver.  The execution, delivery and effectiveness of this
Amendment No. 2 shall not operate as a waiver of any right, power or remedy of
either Party under the Agreement, no constitute a waiver of any provision of the
Agreement.
  ARTICLE
3 - MISCELLANEOUS
  3.1  Governing
Law; Dispute Resolution.  Section 15.4 of the Agreement governs
any dispute arising out of or related to this Amendment No. 2.
  3.2  Notices.  All
notices or other communications that are required or permitted hereunder will be
made according to Section 15.5 of the Agreement.
  3.3  Headings.  The
headings for each Article and Section in this Amendment No. have been inserted
for convenience of reference only and are not intended to limit or expand on the
meaning of the language contained in the particular Article of
Section.
  3.4  Counterparts.  This
Amendment No. 2 may be executed in two (2) or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
  3.5  No Strict
Construction.  This Amendment No. 2 has been submitted to the
scrutiny of, and has been negotiated by, both Parties and their counsel, and
will be given a fair and reasonable interpretation in accordance with its terms,
without consideration or weight being given to any such terms having been
drafted by any Party or its counsel.  No Rule of strict construction
will be applied against either Party.
   ***
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  IN WITNESS WHEREOF, the
Parties have executed this Amendment No. 2 in duplicate originals by their duly
authorized representatives as of the Amendment No. 2 Effective
Date.
  POZEN
      INC.
              
              ASTRAZENECA
      ABBy:
              /s/
      John R. Plachetka
              
              By:
              /s/
      Olof LjungstrandPrint
      Name:
              John
      R. Plachetka
              
              Print
      Name:
              Olof
      LjungstrandTitle:
              Chairman,
      President & CEO
              
              Title:
              Authorized
      Signatory
 
   ***
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  EXHIBIT
F
 TPP
STUDIES
 
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