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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 000-31719



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POZEN Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 62-1657552                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

1414 Raleigh Road

Suite 400

Chapel Hill, North Carolina 27517

(Address of principal executive offices, including zip code)

(919) 913-1030

(Registrants telephone number, including area code)



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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.    x  Yes ̈No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):

 ̈Large Accelerated Filer    x  Accelerated Filer ̈Non-Accelerated Filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ̈Yes    x  No

The number of shares outstanding of the registrants common stock as of April 30, 2007 was 29,486,316.



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##### Table of Contents

POZEN Inc.

(A Development Stage Company)

FORM 10-Q

For the Three Months Ended March 31, 2007

INDEX



|                              |  |                                                                                                                                                   |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                                                   |  | Page
|PART I. FINANCIAL INFORMATION |  |                                                                                                                                                  
|                              |  |                                                                                                                                                  
|Item 1.                       |  | Financial Statements (unaudited)                                                                                                                  |  |     
|                              |  |                                                                                                                                                  
|                              |  | Balance Sheets as of March 31, 2007 and December 31, 2006                                                                                         |  | 1   
|                              |  |                                                                                                                                                  
|                              |  | Statements of Operations for the Three Months Ended March 31, 2007 and 2006 and Period From Inception (September 26, 1996) Through March 31, 2007 |  | 2   
|                              |  |                                                                                                                                                  
|                              |  | Statements of Cash Flows for the Three Months Ended March 31, 2007 and 2006 and Period From Inception (September 26, 1996) Through March 31, 2007 |  | 3   
|                              |  |                                                                                                                                                  
|                              |  | Notes to Financial Statements                                                                                                                     |  | 4   
|                              |  |                                                                                                                                                  
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                             |  | 10  
|                              |  |                                                                                                                                                  
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                        |  | 21  
|                              |  |                                                                                                                                                  
|Item 4.                       |  | Controls and Procedures                                                                                                                           |  | 21  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                                                  
|                              |  |                                                                                                                                                  
|Item 1.                       |  | Legal Proceedings                                                                                                                                 |  | 22  
|                              |  |                                                                                                                                                  
|Item 1A.                      |  | Risk Factors                                                                                                                                      |  | 22  
|                              |  |                                                                                                                                                  
|Item 6.                       |  | Exhibits                                                                                                                                          |  | 35  
|                              | 
|Signature and Certifications  |  | 36                                                                                                                                               
|                              | 
|Exhibit Page                  |  | 37                                                                                                                                               



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

POZEN Inc.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ------------ | - | ---------------- | - | ------------ | -
|                                                                                                                                                                                           |  | March 31, 2007 |              |   | December 31,2006 |  
|ASSETS                                                                                                                                                                                     |  |                |              |   |                  |   |              |  
|Current assets:                                                                                                                                                                            |  |                |              |   |                  |   |              |  
|Cash and cash equivalents                                                                                                                                                                  |  | $              | 31,233,022   |   |                  | $ | 26,296,884   |  
|Short-term investments                                                                                                                                                                     |  |                | 26,950,846   |   |                  |   | 36,285,102   |  
|Accounts receivable                                                                                                                                                                        |  |                | 3,955,004    |   |                  |   | 3,267,153    |  
|Prepaid expenses and other current assets                                                                                                                                                  |  |                | 715,652      |   |                  |   | 1,108,506    |  
|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  
|Total current assets                                                                                                                                                                       |  |                | 62,854,524   |   |                  |   | 66,957,645   |  
|Property and equipment, net of accumulated depreciation                                                                                                                                    |  |                | 170,213      |   |                  |   | 183,468      |  
|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  
|Total assets                                                                                                                                                                               |  | $              | 63,024,737   |   |                  | $ | 67,141,113   |  
|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                       |  |                |              |   |                  |   |              |  
|Current liabilities:                                                                                                                                                                       |  |                |              |   |                  |   |              |  
|Accounts payable                                                                                                                                                                           |  | $              | 1,345,426    |   |                  | $ | 965,563      |  
|Accrued compensation                                                                                                                                                                       |  |                | 523,754      |   |                  |   | 1,434,591    |  
|Accrued expenses                                                                                                                                                                           |  |                | 2,375,649    |   |                  |   | 1,756,300    |  
|Deferred revenue                                                                                                                                                                           |  |                | 14,169,200   |   |                  |   | 14,870,200   |  
|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  
|Total current liabilities                                                                                                                                                                  |  |                | 18,414,029   |   |                  |   | 19,026,654   |  
|Long-term liabilities:                                                                                                                                                                     |  |                |              |   |                  |   |              |  
|Deferred revenue                                                                                                                                                                           |  |                | 21,000,000   |   |                  |   | 24,000,000   |  
|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  
|Total liabilities                                                                                                                                                                          |  |                | 39,414,029   |   |                  |   | 43,026,654   |  
|Preferred stock, $0.001 par value; 10,000,000 shares authorized, issuable in series, of which 90,000 shares are designated Series A Junior
Participating Preferred Stock, none outstanding |  |                |             |   |                  |   |             |  
|Common stock, $0.001 par value, 90,000,000 shares authorized; 29,485,316, and 29,447,913 shares issued and outstanding at March 31, 2007
and December 31, 2006, respectively               |  |                | 29,485       |   |                  |   | 29,448       |  
|Additional paid-in capital                                                                                                                                                                 |  |                | 157,503,384  |   |                  |   | 155,920,068  |  
|Accumulated other comprehensive loss                                                                                                                                                       |  |                | (1,556       | ) |                  |   | (4,092       | )
|Deficit accumulated during the development stage                                                                                                                                           |  |                | (133,920,605 | ) |                  |   | (131,830,965 | )
|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  
|Total stockholders equity                                                                                                                                                                 |  |                | 23,610,708   |   |                  |   | 24,114,459   |  
|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  
|Total liabilities and stockholders equity                                                                                                                                                 |  | $              | 63,024,737   |   |                  | $ | 67,141,113   |  
|                                                                                                                                                                                           |  |                |              |   |                  |   |              |  

See accompanying Notes to Financial Statements.



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##### Table of Contents

POZEN Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)



|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  
|---------------------------------------------------------- |  | ------------- | ---------- | - | ------------- | - | ---------- | -------------------------------------------------------------- |  | - | ------------ | -
|                                                           |  | March 31,2007 |            |   | March 31,2006 |   |            | Period
FromInception(September 26, 1996)Through March 31, 2007 | 
|Revenue                                                    |  | $             | 7,656,004  |   |               | $ | 2,237,000  |                                                                |  | $ | 76,625,058   |  
|Operating expenses:                                        |  |               |            |   |               |   |            |                                                                |  |   |              |  
|General and administrative                                 |  |               | 3,230,539  |   |               |   | 3,652,470  |                                                                |  |   | 66,125,540   |  
|Research and development                                   |  |               | 7,304,418  |   |               |   | 5,488,178  |                                                                |  |   | 155,672,333  |  
|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  
|Total operating expenses                                   |  |               | 10,534,957 |   |               |   | 9,140,648  |                                                                |  |   | 221,797,873  |  
|                                                           |  |               |           
|Interest and other income                                  |  |               | 789,313    |   |               |   | 458,857    |                                                                |  |   | 12,186,688   |  
|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  
|                                                           |  |               |           
|Net loss                                                   |  |               | (2,089,640 | ) |               |   | (6,444,791 | )                                                              |  |   | (132,986,127 | )
|Non-cash preferred stock charge                            |  |               |           |   |               |   |           |                                                                |  |   | (27,617,105  | )
|Preferred stock dividends                                  |  |               |           |   |               |   |           |                                                                |  |   | (934,478     | )
|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  
|Net loss attributable to common stockholders               |  | $             | (2,089,640 | ) |               | $ | (6,444,791 | )                                                              |  | $ | (161,537,710 | )
|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  
|Basic net loss per common share                            |  | $             | (0.07      | ) |               | $ | (0.22      | )                                                              |  |   |              |  
|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  
|Shares used in computing basic net loss per common share   |  |               | 29,469,392 |   |               |   | 29,114,570 |                                                                |  |   |              |  
|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  
|Diluted net loss per common share                          |  | $             | (0.07      | ) |               | $ | (0.22      | )                                                              |  |   |              |  
|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  
|Shares used in computing diluted net loss per common share |  |               | 29,469,392 |   |               |   | 29,114,570 |                                                                |  |   |              |  
|                                                           |  |               |            |   |               |   |            |                                                                |  |   |              |  

See accompanying Notes to Financial Statements.



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##### Table of Contents

POZEN Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|--------------------------------------------------------------------------- |  | ---------------------------- | ----------- | - | -------------------------------------------------------------- | - | ----------- | - |  | - | ------------ | -
|                                                                            |  | Three Months Ended March 31, |             |   | Period fromSeptember 26, 1996(inception) throughMarch 31, 2007 |  
|                                                                            |  | 2007                         |             |   | 2006                                                           |   |            
|Operating activities                                                        |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Net loss                                                                    |  | $                            | (2,089,640  | ) |                                                                | $ | (6,444,791  | ) |  | $ | (132,986,127 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Depreciation                                                                |  |                              | 24,745      |   |                                                                |   | 24,660      |   |  |   | 962,543      |  
|Write-down of impaired assets                                               |  |                              |            |   |                                                                |   |            |   |  |   | 155,576      |  
|Bond amortization income                                                    |  |                              | (478,330    | ) |                                                                |   | (244,895    | ) |  |   | (2,121,559   | )
|Noncash compensation expense                                                |  |                              | 1,458,767   |   |                                                                |   | 1,920,467   |   |  |   | 19,196,223   |  
|Noncash financing charge                                                    |  |                              |            |   |                                                                |   |            |   |  |   | 450,000      |  
|Changes in operating assets and liabilities:                                |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Accounts receivable                                                         |  |                              | (687,851    | ) |                                                                |   |            |   |  |   | (3,955,004   | )
|Prepaid expenses and other current assets                                   |  |                              | 392,854     |   |                                                                |   | 61,759      |   |  |   | (715,652     | )
|Accounts payable and accrued expenses                                       |  |                              | 88,375      |   |                                                                |   | (405,866    | ) |  |   | 4,244,829    |  
|Deferred revenue                                                            |  |                              | (3,701,000  | ) |                                                                |   | (2,237,000  | ) |  |   | 35,169,200   |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Net cash used in operating activities                                       |  |                              | (4,992,080  | ) |                                                                |   | (7,325,666  | ) |  |   | (79,599,971  | )
|Investment activities                                                       |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Purchase of equipment                                                       |  |                              | (11,490     | ) |                                                                |   | (12,791     | ) |  |   | (1,288,332   | )
|Purchase of investments                                                     |  |                              | (18,193,878 | ) |                                                                |   | (13,406,002 | ) |  |   | (119,339,844 | )
|Sale of investments                                                         |  |                              | 28,009,000  |   |                                                                |   | 7,600,000   |   |  |   | 94,509,000   |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Net cash provided by (used in) investing activities                         |  |                              | 9,803,632   |   |                                                                |   | (5,818,793  | ) |  |   | (26,119,176  | )
|Financing activities                                                        |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Proceeds from issuance of preferred stock                                   |  |                              |            |   |                                                                |   |            |   |  |   | 48,651,850   |  
|Proceeds from issuance of common stock                                      |  |                              | 124,586     |   |                                                                |   | 838,665     |   |  |   | 84,458,304   |  
|Proceeds from collections of stockholders receivables                      |  |                              |            |   |                                                                |   |            |   |  |   | 1,004,310    |  
|Proceeds from notes payable                                                 |  |                              |            |   |                                                                |   |            |   |  |   | 3,000,000    |  
|Payment of dividend                                                         |  |                              |            |   |                                                                |   |            |   |  |   | (162,295     | )
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Net cash provided by financing activities                                   |  |                              | 124,586     |   |                                                                |   | 838,665     |   |  |   | 136,952,169  |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Net increase (decrease) in cash and cash equivalents                        |  |                              | 4,936,138   |   |                                                                |   | (12,305,794 | ) |  |   | 31,233,022   |  
|Cash and cash equivalents at beginning of period                            |  |                              | 26,296,884  |   |                                                                |   | 27,467,789  |   |  |   |             |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Cash and cash equivalents at end of period                                  |  | $                            | 31,233,022  |   |                                                                | $ | 15,161,995  |   |  | $ | 31,233,022   |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Supplemental schedule of cash flow information                              |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Cash paid for interest                                                      |  | $                            |            |   |                                                                | $ |            |   |  | $ | 191,328      |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Supplemental schedule of noncash investing and financing activities         |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Conversion of notes payable to preferred stock                              |  | $                            |            |   |                                                                | $ |            |   |  | $ | 3,000,000    |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Preferred stock dividend                                                    |  | $                            |            |   |                                                                | $ |            |   |  | $ | 772,183      |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Forfeiture of common stock options and warrants                             |  | $                            |            |   |                                                                | $ |            |   |  | $ | 314,179      |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  
|Conversion of common stock warrants to common stock                         |  | $                            |            |   |                                                                | $ |            |   |  | $ | 1,080,001    |  
|                                                                            |  |                              |             |   |                                                                |   |             |   |  |   |              |  

See accompanying Notes to Financial Statements.



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POZEN Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. Development Stage Company

POZEN Inc.
(we or POZEN or the Company) was incorporated in the State of Delaware on September 25, 1996 and is operating in a single reportable segment. The Company is a pharmaceutical company focused primarily on
products for the treatment of acute and chronic pain and other pain-related conditions. The Companys product development emphasis is on diseases with unmet medical needs where the Company can improve efficacy, safety and/or patient
convenience. Since inception, the Company has focused its efforts primarily on the development or regulatory approval of pharmaceutical products for the treatment of migraine. The Company is also exploring the development of product candidates in
other pain-related therapeutic areas. The Company intends to enter into collaboration agreements to commercialize its product candidates, and has entered into, and expects to continue to enter into such collaborations. The Company has not obtained
regulatory approval to market any of its product candidates in the United States (U.S.). In 2005, the United Kingdoms (UK) Medicines and Healthcare Products Regulatory Agency (MHRA) issued a marketing authorization for the Companys
product candidate MT 100 for the acute treatment of migraine in the UK.

Statement of Financial Accounting Standards Board
(SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises, states that an enterprise shall be considered to be in the development stage if either planned principal operations have not commenced or planned
principal operations have commenced, but there has been no significant revenue therefrom. The Company will remain a development stage company until such time as significant revenues have been generated from the marketing and sale of the
Companys product candidates. As of March 31, 2007, the Company had $31.2 million in cash and cash equivalents and $27.0 million in short-term investments. Our operating expenses for 2007 and 2008 are expected to increase from the level of
our operating expenses in 2006. However, we believe that we will have sufficient cash reserves to maintain that level of business activities through 2008 provided that certain development expenses are paid by AstraZeneca, as outlined in the
collaboration and license agreement dated August 1, 2006 between the Company and AstraZeneca AB. The Companys expenses might increase additionally in 2007 and 2008 if any regulatory agency requires the Company to conduct additional
clinical trials, studies or investigations in connection with their consideration, or reconsideration, of the Companys regulatory filings for any of its product candidates. The Company is not currently obligated to make any milestone payments
to third parties and does not currently have any other required material payment obligations during that period. However, regulatory delays, such as the Company is currently experiencing related to the approvable letter the Company received from the
U.S. Food and Drug Administration (FDA) in June 2006 related to the Companys New Drug Application (NDA) for Trexima, or unforeseen situations or unforeseen developments in the progress of the Companys existing and future product
candidates, may increase the Companys cash requirements beyond its currently assumed needs.

2. Summary of Significant Accounting Policies

Unaudited Interim Financial StatementsThe accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (SEC) regulations for interim financial information. These financial statements are unaudited and, in the
opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting
principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed
or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the
Companys Annual Report on Form 10-K, filed on March 8, 2007. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

Revenue RecognitionThe Companys licensing agreements have terms that include upfront payments upon contract signing, additional
payments if and when certain milestones in the products development or commercialization are reached, and royalty payments based on future product sales. These agreements are accounted for in accordance with SEC Staff Accounting Bulletin
No. 101, Revenue Recognition, as amended by SAB 104, Revenue Recognition (SAB 104), and Emerging Issues Task Force 00-21 (EITF 00-21), Revenue Arrangements with Multiple Deliverables.
The non-refundable portion of upfront payments received under the Companys existing agreements is deferred by the Company upon receipt and recognized on a straightline basis over the period ending on the anticipated date of regulatory
approvals, as specified in the agreements relating to the product candidates, or the conclusion of any obligation on the part of the Company. For the Companys current agreements, these periods are estimated to be as follows:



| |  |  | The September 2006 $40.0 million licensing fee received from AstraZeneca AB (AstraZeneca) related to the August 2006 Collaboration and License Agreement with
AstraZeneca has been deferred and will be amortized over 40 months. The AstraZeneca licensing fee relates to the Companys proprietary fixed dose combinations of the proton pump inhibitor (PPI) esomeprazole magnesium with the non-steroidal
anti-inflammatory drug (NSAID) naproxen, in a single tablet. We recognized $3.0 million of revenue from the amortization of the AstraZenca licensing fee for the period ended March 31, 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | The June 2003 initial licensing and patent-issuance milestone payments totaling $25.0 million for MT 400 received from GSK have been deferred and were originally
being amortized over 42 months. During the third quarter of 2005 the amortization period was decreased to 39 months based upon the August 2005 submission to the FDA of the Trexima NDA which was earlier than anticipated. Although the amortization
rate in the first quarter of 2005 would have resulted in 2005 revenue recognition of $7.2 million, the third quarter change in the amortization period resulted in a $0.7 million increase in the full-year amortization and 2005 revenue recognition of
$7.9 million. During the second quarter of 2006 the remaining amortization period of 6 months was increased to 15 months based upon the June 2006 receipt of an approvable letter from the FDA related to the Trexima NDA and an estimated extension of 9
months, which represents what the Company believed to be the conclusion of any obligation on its part under the agreement. During the fourth quarter of 2006 the remaining amortization period of 9 months was increased to 11 months based upon the
December 2006 receipt of a notice from the FDA that it had completed its initial review of POZENs response to the approvable letter related to the Trexima NDA and had requested additional analyses and supporting information relating to
submitted data. Although the amortization rate in the first quarter of 2006 would have resulted in 2006 revenue recognition of $6.4 million, the second and fourth quarter changes in the amortization period resulted in 2006 revenue recognition of
$4.5 million. As a result of the 2006 changes in the estimated amortization period, $1.9 million of the $25 million initial licensing and patent-issuance milestone payments has been deferred to 2007. We recognized $0.7 million of revenue from the
amortization of GSK milestone payments for the period ended March 31, 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The September 2003 $1.0 million licensing fee for MT 300 ($2.0 million non-refundable upfront licensing fee net of a potential termination fee of $1.0 million)
received from Valeant Pharmaceuticals North America (Valeant NA), a subsidiary of Valeant Pharmaceuticals International (formerly Xcel Pharmaceuticals Inc.), has been amortized over 32 months. As the result of the receipt in October 2003 of a
not-approvable letter from the FDA relating to the NDA for MT 300, after three months of amortization, this estimated deferral period was increased from an original estimate of 20 months to 32 months ending in April 2006.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Milestone payments are recognized as revenue upon the achievement of specified milestones if (i) the milestone is
substantive in nature and the achievement of the milestone was not reasonably assured at the inception of the agreement and (ii) the fees are non-refundable. Any milestone payments received prior to satisfying these revenue recognition criteria
are recorded as deferred revenue.

Additionally, the Companys licensing agreements may include payment for services provided by the
Company on an hourly rate and direct expense basis. The Company records such revenue in accordance with the agreements which would generally be based upon time spent and materials used on the project. In accordance with EITF 99-19, Reporting
Revenue Gross as a Principal versus Net as an Agent, under the collaboration agreement with AstraZeneca, the Company will recognize as revenue the direct costs and certain personnel-related expenses incurred in performing additional
development activities described within the AstraZeneca agreement. We recognized $3.9 million of revenue for development activities performed pursuant to the AstraZeneca agreement for the period ended March 31, 2007.

Royalty revenue will be recognized if and when earned in future periods with respect to the manufacture, sale or use of the Companys products or
technology. For those arrangements where royalties are reasonably estimable, the Company will recognize revenue based on estimates of royalties earned during the applicable period and reflect in future revenue any differences between the estimated
and actual royalties.

InvestmentsInvestments consist primarily of United States government and government agency obligations,
and corporate fixed income securities. The Company invests in high-credit quality investments in accordance with its investment policy, which minimizes the possibility of loss. Under the Companys investment policy, investments that have a
maturity of greater than three months and less than one year are classified as short-term, are considered to be available-for-sale and are carried at fair value with unrealized gains and losses recognized in other comprehensive income (loss).
Realized gains and losses are determined using the specific identification method and transactions are recorded on a settlement date basis. Generally, investments with maturities beyond twelve months are classified as long-term. Marketable and
non-marketable equity investments are evaluated periodically for impairment. If it is determined that a decline of any investment is other than temporary, the investment would be written down to fair value and the write-down would be permanent. For
the three month periods ended March 31, 2007 and March 31, 2006, the Company had $0.5 million and $0.2 million, respectively, of bond amortization included in other income for the period.

Accumulated Other Comprehensive IncomeThe Company follows the provisions of SFAS 130, Comprehensive Income. SFAS 130 establishes
standards for the reporting and display of comprehensive income and its components for general purpose



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financial statements. Accumulated other comprehensive income is comprised of unrealized gains and losses on marketable securities and is disclosed as a
component of stockholders equity. The Company had $1,556 of unrealized losses on its investments that are classified as accumulated other comprehensive loss at March 31, 2007 and $20,244 for the same period of 2006.



|                                         |  |                              |            |   |      |   |            |  
|---------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                         |  | Three Months Ended March 31, |           
|                                         |  | 2007                         |            |   | 2006 |  
|Net loss                                 |  | $                            | (2,089,640 | ) |      | $ | (6,444,791 | )
|Unrealized loss on marketable securities |  |                              | (1,556     | ) |      |   | (20,244    | )
|                                         |  |                              |            |   |      |   |            |  
|Total comprehensive loss                 |  | $                            | (2,091,196 | ) |      | $ | (6,465,035 | )
|                                         |  |                              |            |   |      |   |            |  

Stock-based CompensationOn January 1, 2006, we adopted Statement of Financial
Accounting Standards (SFAS) No. 123(R), Share-Based Payment, which requires us to account for share-based payment transactions using a fair value-based method and recognize the related expense in our results of
operations. Our compensation cost recognized includes compensation costs for all share-based payments granted prior to, but not yet vested as of, January 1, 2006 based on the grant date fair value estimated in accordance with the original
provisions of SFAS No. 123, and compensation cost for all share-based payments granted subsequent to January 1, 2006 based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R). Accordingly, we
have not restated our financial results for prior periods.

Under the fair value recognition provisions of SFAS No. 123(R),
stock-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The fair value of restricted stock awards is determined by reference to
the fair market value of our common stock on the date of grant. Consistent with the valuation method we used for disclosure-only purposes under the provisions of SFAS No. 123, we use the Black-Scholes model to value service condition and
performance condition option awards under SFAS No. 123(R). For awards with only service conditions and graded-vesting features, we recognize compensation cost on a straight-line basis over the requisite service period. For awards with
performance or market conditions granted subsequent to our adoption of SFAS No. 123(R), we intend to recognize compensation cost over the expected period to achieve the performance or market conditions. Additionally, performance condition
accounting is based on a probability assessment of achieving the performance condition.

The adoption of SFAS No. 123(R) had a
significant impact on our results of operations. Our consolidated statements of operations for the three months ended March 31, 2007 and March 31, 2006 includes the following stock-based compensation expense:



|                           |  |                                  |            |   |                                  |   |            |  
|-------------------------- |  | -------------------------------- | ---------- | - | -------------------------------- | - | ---------- | -
|                           |  | Three months endedMarch 31, 2007 |            |   | Three months endedMarch 31, 2006 |  
|Research and development   |  | $                                | 484,137    |   |                                  | $ | 733,000    |  
|General and administrative |  |                                  | 974,630    |   |                                  |   | 1,187,400  |  
|                           |  |                                  |            |   |                                  |   |            |  
|Operating expense          |  |                                  | (1,458,767 | ) |                                  |   | (1,920,400 | )
|Tax benefit                |  |                                  |           |   |                                  |   |           |  
|                           |  |                                  |            |   |                                  |   |            |  
|Net expense                |  | $                                | (1,458,767 | ) |                                  | $ | (1,920,400 | )
|                           |  |                                  |            |   |                                  |   |            |  

Unrecognized stock-based compensation expense, including time-based options, performance-based
options and restricted stock awards, expected to be recognized over an estimated weighted-average amortization period of 2.19 years was $13.9 million at March 31, 2007 and, over an estimated weighted-average amortization period of 2.46 years
was $14.3 million at March 31, 2006. Unrecognized stock-based compensation expense expected to be recognized over the remaining period ending December 31, 2007 was $4.3 million at March 31, 2007 and was $5.0 million at March 31,
2006 for the remaining period ending December 31, 2006. The stock-based compensation expense for the three months ended March 31, 2006 included a one-time adjustment of $308,000 resulting from the performance-based option expensing method
conversion to SFAS No. 123(R) for the options granted under the Trexima incentive program.

Stock Plans

On November 20, 1996, the Company established a Stock Option Plan (the Option Plan) and authorized the issuance of options for the
purchase of up to 1,605,310 shares of common stock to attract and retain quality employees and to allow such employees to participate in the growth of the Company. In May 2000, the Board of Directors adopted, and in June 2000 the stockholders
approved, the POZEN Inc. 2000 Equity Compensation Plan (the Plan). The Plan became effective upon the completion of the Companys initial public offering in October 2000, after which time no further grants were made under the Option
Plan. At adoption, the Plan authorized up to 3,000,000 shares of common stock for issuance under the terms of the Plan. In 2004, the Board of Directors adopted and the



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stockholders approved an amendment to and restatement of the Plan. The amendment to the Plan provided for an increase in the number of shares of common stock
authorized for issuance under the Plan, from 3,000,000 to 5,500,000, or an increase of 2,500,000 shares. In April 2007, the Board of Directors approved, subject to stockholder approval at the 2007 annual meeting, a further amendment and restatement
of the Plan, including an increase of 1,000,000 in the number of shares of common stock authorized for issuance under the Plan.

In May 2004 and February 2007 awards of 98,135 and 6,200 restricted stock units, respectively,
were made to the Companys chief executive officer under the Plan. The May 2004 award of 98,135 restricted stock units were fully vested at March 31, 2007. The February 2007 award of 6,200 restricted stock units vest in four equal amounts on
January 1stof the four calendar years subsequent to the respective grant date of the awards. Both the May 2004
and February 2007 awards are payable in shares of common stock upon cessation of employment or the provision of service to the Company or, as provided in and in accordance with the plan, upon a change of control. The vesting of 25% of the 6,200
restricted stock unit awarded in February 2007 is contingent upon the Companys receiving approval of the Trexima NDA from the FDA on or before December 31, 2007.

On January 3, 2005, pursuant to an incentive program (the Trexima incentive
program) approved by the Compensation Committee of the Board of Directors of the Company, stock options were granted to all of the Companys employees, including its executive officers, to purchase an aggregate of 506,772 shares of common
stock. As of March 31, 2007, due to forfeitures resulting from employee terminations, options to purchase an aggregate of 375,251 shares of common stock remain outstanding under the Trexima incentive program. Each performance-based option vests
in full upon the later to occur of (i) January 3, 2007 or (ii) the receipt by the Company of an action letter from the FDA indicating approval of the NDA for the product candidate Trexima, which is being developed pursuant to the
Companys collaboration agreement with GSK; provided, however that 25% of each such option will be forfeited if receipt of the FDA approval letter for the Trexima NDA does not occur prior to June 30, 2007, and 100% of each such option will
be forfeited if receipt of the FDA approval letter for the Trexima NDA does not occur on or before December 31, 2007. These performance-based options, which were granted under the Plan, as amended and restated, have a ten-year term and an
exercise price of $7.06, which was equal to the Nasdaq reported market closing price of the common stock on January 3, 2005, the date of grant.

Time-Based Stock Awards

The fair value of each time-based award is estimated on the date of grant
using the Black-Scholes option valuation model, which uses the assumptions described below. Our weighted-average assumptions used in the Black-Scholes valuation model for equity awards with time-based vesting provisions granted during the three
months ended March 31, 2007 and 2006 are shown in the following tables:



|                        |  |                                   |   |  |                                   |  
|----------------------- |  | --------------------------------- | - |  | --------------------------------- | -
|                        |  | Three months ended March 31, 2007 |   |  | Three months ended March 31, 2006 |  
|(In thousands)          |  |                                  
|Expected volatility     |  | 89.0  89.7                       | % |  | 76.0  77.8                       | %
|Expected dividends      |  | 0                                 | % |  | 0                                 | %
|Expected terms          |  | 6.25 Years                        |   |  | 6.25 Years                        |  
|Risk-free interest rate |  | 4.6  4.9                         | % |  | 4.3  4.5                         | %

The expected volatility rates were estimated based on an equal weighting of the historical
volatility of POZEN common stock over the preceding six-year period. The expected terms were estimated based on a simplified method, as allowed under SEC Staff Accounting Bulletin No. 107, averaging the vesting term and original contractual
term. The risk-free interest rates for periods within the contractual life of the option were based on seven year U.S. Treasury securities. The pre-vesting forfeiture rates used for the three months ended March 31, 2007 and 2006 were based on
historical rates. As required under SFAS No. 123(R), we will adjust the estimated forfeiture rate to our actual experience.

A summary
of the time-based stock awards as of March 31, 2007, and changes during the three months ended March 31, 2007, is as follows:



|                               |  |                        |  |                               |       |                                        |     |                               |   |       
|------------------------------ |  | ---------------------- |  | ----------------------------- | ----- | -------------------------------------- | --- | ----------------------------- | - | ------
|                               |  | UnderlyingShares(000s) |  | Weighted-AverageExercisePrice |       | AverageRemainingContractualTerm(years) |     | AggregateIntrinsicValue(000s)
|Stock Awards                   |  |                        |  |                               |       |                                        |     |                               |   |       
|Outstanding at January 1, 2007 |  | 3,416                  |  | $                             | 8.50  |                                        |     |                               |   |       
|Granted                        |  | 572                    |  |                               | 16.86 |                                        |     |                               |   |       
|Exercised                      |  | 37                     |  |                               | 3.33  |                                        |     |                               |   |       
|Forfeited or expired           |  |                       |  |                               |      |                                        |     |                               |   |       
|                               |  |                        |  |                               |       |                                        |     |                               |   |       
|Outstanding at March 31, 2007  |  | 3,951                  |  |                               | 7.22  |                                        | 7.2 |                               | $ | 20,973
|                               |  |                        |  |                               |       |                                        |     |                               |   |       
|Exercisable at March 31, 2007  |  | 2,145                  |  | $                             | 7.91  |                                        | 5.9 |                               | $ | 14,696
|                               |  |                        |  |                               |       |                                        |     |                               |   |       



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The vesting of 46,135 time-based stock awards granted in the three months ended March 31, 2007 are
contingent upon the Companys receiving approval of the Trexima NDA from the FDA on or before December 31, 2007.

A summary of
the time-based stock awards as of March 31, 2006, and changes during the three months ended March 31, 2006, was as follows:



|                               |  |                        |  |                               |       |                                        |     |                               |   |       
|------------------------------ |  | ---------------------- |  | ----------------------------- | ----- | -------------------------------------- | --- | ----------------------------- | - | ------
|                               |  | UnderlyingShares(000s) |  | Weighted-AverageExercisePrice |       | AverageRemainingContractualTerm(years) |     | AggregateIntrinsicValue(000s)
|Stock Awards                   |  |                        |  |                               |       |                                        |     |                               |   |       
|Outstanding at January 1, 2006 |  | 3,317                  |  | $                             | 7.67  |                                        |     |                               |   |       
|Granted                        |  | 826                    |  |                               | 10.91 |                                        |     |                               |   |       
|Exercised                      |  | 157                    |  |                               | 5.34  |                                        |     |                               |   |       
|Forfeited or expired           |  | 49                     |  |                               | 9.28  |                                        |     |                               |   |       
|                               |  |                        |  |                               |       |                                        |     |                               |   |       
|Outstanding at March 31, 2006  |  | 3,937                  |  |                               | 8.42  |                                        | 7.6 |                               | $ | 32,663
|                               |  |                        |  |                               |       |                                        |     |                               |   |       
|Exercisable at March 31, 2006  |  | 1,927                  |  | $                             | 7.38  |                                        | 6.2 |                               | $ | 17,968
|                               |  |                        |  |                               |       |                                        |     |                               |   |       

The aggregate intrinsic value represents the pretax value (the periods closing market price,
less the exercise price, times the number of in-the-money options) that would have been received by all option holders had they exercised their options at the end of the period. The exercise price of stock options granted during the three months
ended March 31, 2007 and 2006 was equal to the market price of the underlying common stock on the grant date. The total intrinsic value of stock options exercised during the three months ended March 31, 2007 and 2006 was $0.5 million and
$1.8 million, respectively.

Restricted Stock and Restricted Stock Units

As of March 31, 2007, there was $0.1 million of unrecognized compensation expense related to unvested restricted stock units under the February 2007
award of 6,200 restricted stock units granted to our chief executive officer described above and no unrecognized compensation expense related to the May 2004 award of 98,135 restricted stock units. The grant-date per-share fair value of the February
2007 and May 2004 restricted stock units were $16.89 and $12.24, respectively. There were 6,200 unvested restricted stock units outstanding at March 31, 2007. A total of 6,200 time-based restricted stock units were granted of which 1, 550 were
contingent upon the Companys receiving FDA approval of the Trexima NDA on or before December 31, 2007. None were forfeited and 32,712 restricted stock units vested during the three months ended March 31, 2007.

Performance-Based Awards

The fair
value of each performance-based option granted under the Plan, including those granted under the Trexima incentive program, was estimated as of the option grant date using the Black-Scholes option valuation model without consideration of the
performance measures. The inputs for expected volatility, expected term, expected dividends, and risk-free interest rate used in estimating fair value of performance-based awards for the three months ended March 31, 2007, were the same as those
noted above under Time-Based Stock Awards.

Determining the appropriate amount to expense based on the achievement of stated goals in a
performance-based award requires judgment, including forecasting future performance results. The estimate of expense is revised periodically based on the probability of achieving the required performance targets and adjustments are made as
appropriate. The cumulative impact of any revisions is reflected in the period of change. If any applicable financial performance goals are not met, no compensation cost is ultimately recognized and any previously recognized compensation cost is
reversed. Under the Trexima incentive program, 25% of each option will be forfeited if receipt of the FDA approval letter for the Trexima NDA does not occur prior to June 30, 2007 (the 25% portion). Since the Company believes it is
unlikely that this performance goal will be met, no compensation cost is being recognized for the 25% portion of the Trexima incentive program and previously recognized compensation cost, related to this portion of the awards, was reversed in the
fourth quarter of 2006.



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As of March 31, 2007 and 2006, there were $0.1 million and $0.7 million, respectively, in
unrecognized compensation expense related to performance-based awards granted under the Trexima incentive program. The March 31, 2007 amount is expected to be recognized over the period ending September 30, 2007, while the March 31,
2006 cost was expected to be recognized over the period ending September 30, 2006. The grant-date fair value of these performance-based options was $3.77 per share. There were 375,251 and 438,135 unvested performance-based options outstanding
at March 31, 2007 and 2006, respectively. No performance-based awards were granted nor exercised during the three months ended March 31, 2007 and 2006; no awards were forfeited during the three months ended March 31, 2007 and 68,160
awards were forfeited during the three months ended March 31, 2006. At March 31, 2007 the performance-based options had an intrinsic value of $2.2 million and a remaining contractual life of 7.8 years, while at March 31, 2006 the
performance-based options had an intrinsic value of $4.2 million and a remaining contractual life of 8.8 years.

Net Loss Per
ShareBasic and diluted net loss per common share amounts are presented in conformity with SFAS 128, Earnings per Share, for all periods presented. In accordance with SFAS 128, basic and diluted net loss per common share amounts
have been computed using the weighted-average number of shares of common stock outstanding for the three months ended March 31, 2005 and 2006. During the three months ended March 31, 2005 and 2006, the Company had potential common stock
equivalents related to its outstanding stock options. These potential common stock equivalents were not included in diluted loss per share for these periods because the effect would have been antidilutive. Accordingly, basic and diluted net loss per
share is the same for the three months ended March 31, 2005 and 2006. In accordance with SFAS 128, the Company has excluded the impact of any shares which might be issued under the Rights Plan, detailed below, from the EPS calculation because
the Rights are not exercisable since the specified contingent future event has not occurred.

Rights Plan/Series A Junior Participating
Preferred StockIn January 2005, the Company approved a stockholder rights plan (the Rights Plan), pursuant to which the Company entered into a Rights Agreement dated January 12, 2005 with StockTrans, Inc., as Rights Agent,
and the Company declared a dividend of a right to acquire one preferred share purchase right (a Right) for each outstanding share of the Companys Common Stock, $0.001 par value per share, to stockholders of record at the close of
business on January 28, 2005. Generally, the Rights only are triggered and become exercisable if a person or group acquires beneficial ownership of 15 percent or more of the Companys common stock or announces a tender offer for 15 percent
or more of the Companys common stock. The Rights Plan is similar to plans adopted by many other publicly-traded companies. The effect of the Rights Plan is to discourage any potential acquirer from triggering the Rights without first
convincing the Companys Board of Directors that the proposed acquisition is fair to, and in the best interest of, the shareholders and the Company. The provisions of the Plan will substantially dilute the equity and voting interest of any
potential acquirer unless the Board of Directors determines that the proposed acquisition is in the best interest of the shareholders. In connection with the Plan, the Company designated 90,000 shares of its authorized Preferred Stock as Series A
Junior Participating Preferred Stock. Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.001 par value per share, at
a purchase price of $80.00, subject to adjustment. Each holder of a Right (except for the Acquiring Person (as defined in the Rights Plan), whose Rights will be null and void upon such event) shall thereafter have the right to receive, upon
exercise, that number of shares of Common Stock of the Company (or, in certain circumstances, cash, property or other securities of the Company) which equals the exercise price of the Right divided by 50% of the current market price (as defined in
the Rights Agreement) per share of Common Stock at the date of the occurrence of such event. The Rights can be terminated by POZENs Board of Directors and are subject to optional redemption by the Company at $0.001 per Right. The Rights Plan
has a 10-year term and contains provisions requiring a periodic review and evaluation by the Board of Directors.

New Accounting
PronouncementsIn July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 is an interpretation of FASB
Statement No. 109, Accounting for Income Taxes, and seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. In addition, FIN 48 provides
guidance on derecognition, classification, interest and penalties, and accounting in interim periods and requires expanded disclosure with respect to the uncertainty in income taxes. FIN 48 is effective as of the beginning of the Companys 2007
fiscal year. The cumulative effect, if any, of applying FIN 48 is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. The January 1, 2007 adoption of FIN 48 did not have a material effect on the
Companys financial statements.

ContingenciesFive purported class action lawsuits were filed during 2004 by holders of
the Companys securities against the Company and certain of its current and former officers, in the U.S. District Court for the Middle District of North Carolina, alleging violations of securities laws. These actions were consolidated for
pre-trial purposes. Lead plaintiffs have been appointed by the court and a consolidated amended complaint was filed on December 20, 2004. The amended complaint alleges, among other claims, violations of federal securities laws, including
Section 10(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 10b-5 and Section 20(a) of the Exchange Act against the Company and the Companys chairman and chief executive officer, arising
out of allegedly false and misleading statements made by the Company concerning its product candidates, MT 100 and MT 300, during the class period. On January 27, 2005, the Company filed a motion to dismiss the amended complaint. The motion to
dismiss was denied on August 30, 2005, and the case is now in discovery phase. On March 27, 2006, a motion for class



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certification was filed. The court granted the motion and certified the case as a class action on February 28,2007. Pretrial discovery is now underway.
The Company believes that the allegations in this action are without merit and intends to continue defending this case vigorously.

While
the Company cannot predict the outcome or reasonably estimate the range of potential loss, if any, from this litigation, it is the current judgment of management that it is unlikely that this litigation will have a material adverse effect on the
Companys results of operations, financial condition or cash flows.

Under its commercialization collaboration with Valeant NA,
related to MT 300, if the Company chooses to withdraw the MT 300 NDA for commercial or financial reasons under the conditions specified in the agreement, it could be required to pay a withdrawal fee of $1.0 million. As a result of this contingency,
$1.0 million of the $2.0 million upfront payment received by the Company from Valeant NA pursuant to the agreement has not been recognized as revenue and will not be recognized as revenue until the conditions in the agreement have been satisfied or
resolved.

On July 21, 2005, the Company received a letter from Valeant NA seeking payment of the $1.0 million withdrawal fee. The
Company does not believe the withdrawal fee is payable. The agreement requires that unresolved disputes by the parties be referred to the respective chief executive officers for resolution. If still unresolved, the agreement provides for binding
arbitration. Valeant NA has indicated its intention to pursue the dispute resolution provisions provided for in the agreement. The Company intends to vigorously defend its position under the agreement. At this time, it is not possible to determine
if any withdrawal fee will be required to be paid to Valeant NA when the ultimate resolution of this dispute is reached, however, it is the current judgment of management that no reserve is required.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

This discussion of our financial condition and the results of operations should be read together with the financial statements, including the notes
contained elsewhere in this Form 10-Q, and the financial statements, including the notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2006, as filed on March 8, 2007.

This report includes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions and are not historical facts and typically are identified by use of terms such as may,
will, should, could, expect, plan, anticipate, believe, estimate, predict, potential, continue and similar words,
although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent managements current judgment and expectations, but our actual results, events and performance
could differ materially from those in the forward-looking statements. The forward-looking statements are subject to a number of risks and uncertainties which are discussed in this Quarterly Report on Form 10-Q, Part II, under the heading Item
1A. Risk Factors and elsewhere in this report and in other documents filed by us with the Securities and Exchange Commission. We do not intend to update any of these factors or to publicly announce the results of any revisions to these
forward-looking statements, other than as is required under the federal securities laws.

Overview

We are a pharmaceutical company focused on developing products which can provide improved efficacy, safety or patient convenience in the treatment of
acute and chronic pain and pain related conditions. We operate a business model that focuses on the following:



| |  |  | obtaining patents for innovative ideas which we believe have value in the marketplace;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | utilizing a small group of talented employees to develop those ideas through proof of concept by working with strategic outsource partners; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | licensing the resulting product or technology to a strong pharmaceutical partner to commercialize.
| | - |  | --------------------------------------------------------------------------------------------------

We hire experts with strong project management skills in the specific disciplines we believe are important to maintain within our company. We contract
with and manage strong outsource partners as we complete the necessary development work, permitting us to avoid incurring the cost of buying or building laboratories, manufacturing facilities or clinical research operation sites. This allows us to
control our annual expenses, but to utilize best in class resources as required.

After we establish the proof of concept for
an innovative idea, we work with the FDA or foreign regulatory agencies to design a clear path forward to the filing of a new drug application (NDA) or its foreign equivalent. We then seek a strong



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pharmaceutical partner to license the product or technology, to collaborate with us in the remaining development and to commercialize the product or
technology after approval. The success of our business is highly dependent on the market place value of our ideas and the related patents we obtain, our ability to obtain from the required regulatory agencies approval to sell the developed products
and our ability to find strong commercial partners to successfully commercialize the products.

We are currently developing TreximaTMin collaboration with GlaxoSmithKline (GSK).
Trexima is GSKs proposed brand name for the combination of sumatriptan succinate, formulated with GSKs RT TechnologyTM, and naproxen sodium in a single tablet designed for the acute treatment of migraine. Trexima incorporates our MT 400 technology, which refers to our proprietary combinations of a triptan (5-HT1B/1Dagonist) and a non-steroidal anti-inflammatory drug (NSAID). Under our MT 400 technology, we seek to develop product candidates that provide acute
migraine therapy by combining the activity of two drugs that act by different mechanisms to reduce the pain and associated symptoms of migraine. We filed a New Drug Application (NDA) for Trexima with the U.S. Food and Drug Administration (FDA) in
August 2005 and in June 2006, we received an approvable letter requiring us to provide certain additional safety information relating to Trexima, some of which required new studies. An approvable letter is an official notification from the FDA that
contains conditions that must be satisfied prior to obtaining final U.S. marketing approval. We, along with GSK, met with the FDA in July 2006 to discuss the approvable letter and we submitted a response to the FDAs approvable letter in
November 2006. In December 2006, the FDA told us that our response was not a complete submission and requested that we provide additional analyses and supporting information relating to the data we submitted in our November response. The FDA also
indicated that it is necessary to provide a complete and accurate presentation of these data, which must sufficiently address their safety concerns, including cardiovascular safety. We worked with GSK to compile and format the additional data
requested by the FDA and delivered a revised full response to the FDA in early February 2007. The FDA has notified us that it has accepted the amended response as a Class II review (six months), which could result in a new decision date of
August 1, 2007.

We are also developing product candidates that combine a type of acid inhibitor, a proton pump inhibitor (PPI), with
an NSAID (our PN program). These product candidates are intended to provide management of pain and inflammation associated with conditions such as osteoarthritis, and are intended to have fewer gastrointestinal complications compared to an NSAID
taken alone. In August 2006, we entered into an exclusive global collaboration and license agreement with AstraZeneca AB (AstraZeneca) to co-develop and commercialize proprietary fixed dose combinations of the PPI esomeprazole magnesium with the
NSAID naproxen, in a single tablet using our PN formulation technology. Another product candidate program (our PA program), a combination of a PPI and aspirin, is currently in formulation and clinical development testing. Our PA product candidates
are not covered under our agreement with AstraZeneca.

In addition, we are exploring the development of product candidates containing
lornoxicam, an NSAID that is currently marketed outside the U.S. (including Europe and Japan) to treat pain or other pain-related indications. These product candidates, which are being developed under an exclusive license agreement with Nycomed
Danmark ApS (Nycomed), grant us certain rights to develop and commercialize products containing lornoxicam. We have filed Investigational New Drug Applications (INDs) with the FDA for an oral and an injectable lornoxicam formulation.

We are also conducting both formulation development and early stage clinical studies with new product concepts that are currently in the exploratory
stage. If warranted, we may file U.S. and international patent applications with claims directed toward these novel combinations and formulations.

We have incurred significant losses since our inception and have not generated any revenue from product sales. As of March 31, 2007, our accumulated deficit was approximately $133.9 million. Our historical operating losses have
resulted principally from our research and development activities, including clinical trial activities for our product candidates and general and administrative expenses. Research and development expenses include salaries and benefits for personnel
involved in our research and development activities and direct development costs, which include costs relating to the formulation and manufacturing of our product candidates, costs relating to preclinical studies, including toxicology studies, and
clinical trials, and costs relating to compliance with regulatory requirements applicable to the development of our product candidates. Since inception, our research and development expenses have represented 70% of our total operating expenses. For
the quarter ended March 31, 2007, our research and development expenses represented approximately 69% of our total operating expenses.

Statement of Financial Accounting Standards Board (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises, states that an enterprise shall be considered to be in the development stage if either
planned principal operations have not commenced or planned principal operations have commenced, but there has been no significant revenue there from. We will remain a development stage company until such time as significant revenues have been
generated from the marketing and sale of our product candidates.



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We expect that we may continue to incur operating losses over the next several years as we complete the
development and seek regulatory approval for our product candidates, develop other product candidates and acquire and develop product portfolios in other therapeutic areas. Our results may vary depending on many factors, including:



| |  |  | The progress of Trexima, our PN and PA product candidates and our other product candidates in the clinical and regulatory process;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | The establishment of new collaborations and progress and/or maintenance of our existing collaborations for the development and commercialization of any of our
product candidates;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The acquisition and/or in-licensing, and development, of other therapeutic product candidates; and
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | Costs related to the pending class action lawsuit against us and our president and chief executive officer relating to the approvability of MT 100 and MT 300.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

We do not currently have commercialization or manufacturing capabilities. We have entered into collaborations and
currently plan to enter into additional collaborations with established pharmaceutical or pharmaceutical services companies to commercialize and manufacture our product candidates once approved. Our ability to generate revenue is dependent upon our
ability, alone or with collaborators, to achieve the milestones set forth in our collaboration agreements, to enter into additional collaboration agreements, and successfully develop product candidates, obtain regulatory approvals and successfully
manufacture and commercialize our future products. These milestones are earned when we have satisfied the criteria set out in our revenue recognition footnote accompanying the financial statements included elsewhere in this Quarterly Report on Form
10-Q. These payments generate large non-recurring revenue that will cause large fluctuations in quarterly and annual profit and loss.

Status of Our
Product Candidates

There follows a brief discussion of the status of each of our product candidates, as well as the costs relating to
our development activities. Our research and development expenses that are not direct development costs consist of personnel and other research and development departmental costs and are not allocated by product candidate. We do not maintain records
that allocate our employees time by the projects on which they work and, therefore, are unable to identify costs related to the time that employees spend on research and development by product candidate. Total compensation and benefit costs
for our personnel involved in our research and development activities during the three month period ended March 31, 2006 were $1.6 million. Other research and development department costs for the three month period ended March 31, 2007
were $0.1 million.

Trexima

In June
2006, we received an approvable letter from the FDA related to the NDA for Trexima. An approvable letter is an official notification from the FDA that contains conditions that must be satisfied prior to obtaining final U.S. marketing approval. The
approvable letter reflected that the FDA has determined that Trexima is effective as an acute treatment for migraine headaches. The FDA requested additional safety information on Trexima, some of which required new studies. After meeting with the
FDA in July 2006, we and GSK submitted a response to the approvable letter in November 2006 using additional data from GSK sponsored clinical trials. In December 2006, we received notification that the response was not yet complete. Specifically,
the FDA requested that we provide additional analyses and supporting information relating to the data we submitted in our November response. The FDA also indicated that it is necessary to provide a complete and accurate presentation of these data,
which must sufficiently address their safety concerns, including cardiovascular safety. We worked with GSK to compile and format the additional data requested by the FDA and delivered a revised full response to the FDA in early February 2007. The
FDA has notified us that it has accepted the amended response as a Class II review (six months), which could result in a new decision date of August 1, 2007.

As part of our NDA program for Trexima, we conducted five Phase 1 trials, two Phase 3 pivotal trials, and one 12-month open label safety trial using a formulation of Trexima developed by GSK. The Phase 3 pivotal
trials, including the endpoints required to evaluate Trexima, were designed to demonstrate superiority to placebo for relief of pain and the associated symptoms of migraine (nausea, photophobia and phonophobia) at two hours. Additionally, the
program was designed to demonstrate that each component makes a contribution to the efficacy of Trexima (the combination drug rule that the FDA requires of all combination products). The efficacy endpoint for the combination was
sustained pain free, which is defined as improvement from moderate or severe pain to no pain at two hours and remaining at no pain through twenty four hours without the use of rescue medicine. Further, GSK continues to conduct pre-approval market
support studies for Trexima under our IND.

We cannot reasonably estimate or know the amount or timing of the costs necessary to obtain
regulatory approval of Trexima. While the FDA has accepted our amended response to the approvable letter, and we believe we have submitted adequate data to address the FDAs concerns regarding the safety of Trexima, there are no guarantees that
the FDA will find the submission to be satisfactory, that the FDA will approve the NDA, that additional testing will not be required prior to approval, or that additional warnings will not be required on the product labeling. In the event that
additional clinical trials or other research and development



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activities are required, under our agreement, GSK will be responsible for the costs of such additional trials or activities, except for our personnel-related
costs. Further, we have no assurance that GSK will continue with the development of the product in the event of additional delays in obtaining approval.

We incurred $0.1 million in direct development costs associated with the development of MT 400/Trexima for the three-month period ended March 31, 2007 and we have incurred $24.7 million from inception to date.
Our direct development costs do not include the cost of research and development personnel or any allocation of our overhead expenses.

PN Program

Under our PN program, we have completed formulation development and clinical studies for several combinations of a PPI and an NSAID in
a single tablet intended to provide effective management of pain and inflammation associated with chronic conditions such as osteoarthritis, and intended to have fewer gastrointestinal complications compared to an NSAID taken alone in patients at
risk for developing NSAID associated gastric ulcers. To date, we have conducted studies with two PN product formulations in this programPN 100, a combination of the PPI lansoprazole and the NSAID naproxen, and PN 200, a combination of the PPI
omeprazole and naproxen. Our future development and commercialization efforts under the PN program will be covered under our exclusive collaboration agreement with AstraZeneca, which we entered into on August 1, 2006. Under our agreement with
AstraZeneca, we and AstraZeneca will co-develop and AstraZeneca will commercialize proprietary fixed dose combinations of the PPI esomeprazole magnesium with the NSAID naproxen, in a single tablet. The initial product to be developed under the
agreement, PN 400, is being studied for the management of pain and inflammation associated with conditions such as osteoarthritis and rheumatoid arthritis in patients who are at risk for developing NSAID-associated gastric ulcers. On March 2,
2007 we filed an IND with the FDA for PN 400 and in April 2007 the initial Phase 1 study was initiated.

In discussions with the FDA during
2005 regarding our development plans for studies to pursue FDA approval of PN 100 and PN 200, the FDA agreed that by including naproxen as the NSAID within the PN formulation, we could expect that all indications for use of naproxen in adults would
accrue to the PN product, if clinical trials successfully demonstrated improved safety (lower incidence of gastric ulcers) of the PN product compared with naproxen alone and the PN formulation was shown to be bioequivalent to marketed formulations
of naproxen. Prior to entering into our collaboration agreement with AstraZeneca, we completed a study designed to demonstrate the bioequivalence of the naproxen component of our PN 200 product candidate development formulation to enteric-coated
naproxen. This study demonstrated that the PN formulation was bioequivalent to the reference drug, EC Naprosyn®.

In early 2006, we submitted a Special Protocol Assessment (SPA) to the FDA
for our pivotal Phase 3 clinical trials for PN 200. The SPA is a process in which the FDA provides evaluations and guidance on clinical trial protocols for pivotal Phase 3 clinical trials. In April 2006, we announced that we had reached an agreement
with the FDA on the Phase 3 pivotal clinical trials for PN 200 for the treatment of the signs and symptoms of osteoarthritis, rheumatoid arthritis and ankylosing spondylitis in patients at risk of developing NSAID-associated gastric ulcers. We also
reached agreement with the FDA that the development program and study design proposed for PN 200 would be applicable to a product that contained an isomer of omeprazole combined with naproxen. In light of our collaboration agreement with
AstraZeneca, we, along with AstraZeneca, expect to meet with the FDA during the second quarter of 2007 to confirm whether, notwithstanding the use of a different PPI, the core development program and the SPA already agreed upon will apply to the new
product consisting of proprietary fixed dose combinations of esomeprazole magnesium with naproxen.

In the third quarter of 2006, we began
recruiting subjects for a six month comparative trial of PN 200 as compared to enteric coated naproxen in patients requiring chronic NSAID therapy. The primary endpoint for the trial is the cumulative incidence of gastric ulcers over six months of
treatment. Because we will not have final results until the fourth quarter of 2007, we will review the interim results of this trial in the third quarter prior to commencing Phase 3 studies of PN 400. If we and AstraZeneca are satisfied that the PN
200 trial will be successful based on our assessment of the preliminary data, and we have successfully completed a cross-over gastric pH-based dose ranging study for PN 400 to be initiated in the second quarter of 2007, we will begin our Phase 3
program for PN 400 as soon as clinical trial material is manufactured and ready for use. Absent any additional requirements imposed by the FDA prior to the commencement of the Phase 3 program, we currently expect to commence Phase 3 trials for PN
400 in the third quarter of 2007.

Successful completion of the PN 200 trial and the PN 400 dose ranging trial described above would
trigger a $20 million milestone payment from AstraZeneca. According to the terms of the AstraZeneca agreement and the current timeline, the earliest this milestone could be earned is December 2007. If one or both of these trials do not meet the
pre-specified primary endpoints, AstraZeneca has the right to terminate the agreement within a specified timeframe. If the agreement is not terminated within such timeframe, the collaboration would continue and the milestone would be payable.

In 2005, we also had discussions with the FDA concerning the implications of the FDAs guidance issued in June 2005 concerning
labeling of NSAID-containing products, which resulted from an FDA advisory committee meeting held in February 2005.



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The advisory committee addressed the safety of NSAIDs, and, in particular, the cardiovascular risks of COX-2 selective NSAIDs. Based on our discussions with
the FDA reviewing division for PN products, we believe that, unless new information about naproxen safety concerns becomes available, long-term cardiovascular safety studies will not be required at this time for FDA approval of our PN product
candidates containing naproxen. However, we cannot guarantee that such studies will not be required. We will continue to evaluate and review with the FDA its expectations and recommendations regarding the efficacy and safety requirements and study
design necessary to support approval of NDAs for our PN and PA product candidates.

Additionally, we have met with four national European
regulatory agencies to discuss the proposed development program for PN. While further clarification will be needed, based on the intention to develop the esomeprazole combination, further clinical studies, beyond those specifically required for the
NDA submission in the U.S., will likely need to be conducted. In part, these studies will be required as the naproxen-containing products on the European market differ in strength and formulation from those available in the U.S. Under our agreement
with AstraZeneca, AstraZeneca has responsibility for the development program for PN outside the United States, including interactions with regulatory agencies.

We cannot reasonably estimate or know the amount or timing of the costs necessary to continue exploratory development and/or complete the development of any PN product candidates we may seek to develop or when, if and
to what extent we will receive cash inflows from any PN products. The additional costs that may be incurred include expenses relating to clinical trials and other research and development activities and activities necessary to obtain regulatory
approvals.

We incurred direct development costs associated with the development of our PN program of $3.7 million for the three-month
period ended March 31, 2007 and we have incurred $21.5 million from inception to date. Our direct development costs do not include the cost of research and development personnel or any allocation of our overhead expenses.

PA Program

As part of our PA program, we are
exploring the development of a combination of a PPI and aspirin in a single tablet. Similar to the PN program, our PA product candidate is intended to have fewer gastrointestinal complications compared to an aspirin taken alone, in patients at risk
for developing aspirin associated gastric ulcers. Our PA product candidates are not covered under the AstraZeneca agreement, and we have retained all rights to this program.

Our initial PA product candidate, PA 325, is currently in formulation and early-stage clinical development. We completed a Phase I proof of concept study
of PA 325 in the first quarter of 2007. The primary endpoint was gastrointestinal damage as measured by the Lanza scoring system used in our previous PN studies. The results were highly significant with 10 percent of the PA group having Lanza 3 or 4
gastrointestinal damage, whereas 57.5 percent of the enteric coated aspirin group had this level of gastrointestinal damage. Furthermore, no ulcers were seen in the PA group, while 20 percent of subjects in the enteric coated aspirin 325mg group
developed a gastric ulcer during the study. This difference was also statistically significant. We recently completed the dosing phase of a second proof of concept study with PA 325 as compared to 81 mg of enteric coated aspirin. We expect that
database lock and analysis of the results will be completed during the second quarter of 2007.

We cannot reasonably estimate or know the
amount or timing of the costs necessary to continue exploratory development and/or complete the development of any PA product candidates we may seek to develop or when, if and to what extent we will receive cash inflows from any PA products. The
additional costs that may be incurred include expenses relating to clinical trials and other research and development activities and activities necessary to obtain regulatory approvals.

We incurred direct development costs associated with the development of our PA program of $1.5 million during the three-month period March 31, 2007,
and we have incurred $3.2 million from inception to date. Our direct development costs do not include the cost of research and development personnel or any allocation of our overhead expenses.

Lornoxicam Program

We have conducted development
work and clinical studies to investigate the development of novel product candidates containing lornoxicam, alone or in combination with other active ingredients, as potential treatments for pain or other indications. Our exploratory and development
work is being conducted under an exclusive license agreement with Nycomed, pursuant to which Nycomed licensed to us certain rights to develop and commercialize products containing lornoxicam in the U.S. As a part of our agreement with Nycomed, we
have also granted certain exclusive rights to Nycomed to supply us, or our commercialization partners, if any, with lornoxicam active drug substance for use in the manufacture of any of our lornoxicam product candidates.



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Oral Tablet FormulationWe filed an IND with the FDA in 2003 for an oral lornoxicam tablet
formulation and completed our first human study with this formulation in 2004 in patients undergoing dental surgery. The data from this study confirmed the acute safety profile for lornoxicam in these patients and provided preliminary evidence of
efficacy in this pain model. As a result of the FDA advisory committee meeting held in 2005 addressing the safety and cardiovascular risks of NSAIDs, described above, the FDA has indicated that long-term cardiovascular safety studies will be
required prior to NDA approval of new NSAID products that may be used on an intermittent or chronic basis, such as our oral tablet lornoxicam product candidate.

Injectable FormulationWe filed an IND with the FDA for an injectable lornoxicam formulation in May 2005, and during 2005 we initiated the first human studies with this formulation under our IND. We have
completed a Phase 1 pharmacokinetic study as well as two Phase 2 studies to evaluate lornoxicam for management of acute post-operative bunionectomy pain and for management of migraine pain. In the Phase 2 bunionectomy study, both active doses of
lornoxicam were significantly better than placebo in the acute management of pain following bunionectomy. Based on the results of our Phase 2 migraine study, we currently do not intend to pursue the migraine indication.

We continue to evaluate the strategic direction of our lornoxicam product candidates and the lornoxicam program based on the results of our clinical
studies, the regulatory environment and commercial opportunities. We cannot reasonably estimate or know the amount or timing of the costs necessary to continue exploratory development and/or complete the development of any lornoxicam product
candidates we may seek to develop or when, if and to what extent we will receive cash inflows from any lornoxicam products. The additional costs that may be incurred include expenses relating to clinical trials and other research and development
activities and activities necessary to obtain regulatory approvals.

We incurred direct development costs associated with the development
of our lornoxicam program of $17,000 for the three-month period ended March 31, 2007, and we have incurred $8.6 million from inception to date. Our direct development costs do not include the cost of research and development personnel or any
allocation or our overhead expenses.

MT 100

In May 2004, we received a not-approvable letter from the FDA with respect to our NDA for MT 100, our proprietary combination of metoclopramide hydrochloride and naproxen sodium. In September 2005, after an FDA advisory committee concluded
that the potential but unquantified risk of the occurrence of an involuntary neurological movement disorder known as tardive dyskinesia associated with the use of metoclopramide would outweigh the benefits of the MT 100 combination, we decided to
discontinue further development of MT 100 in the U.S. and to reevaluate our MT 100 European strategy. As a part of that reevaluation, in September 2005 we terminated our license agreement with Nycomed for the development and commercialization of MT
100 in Denmark, Norway, Sweden and Finland in exchange for a payment to Nycomed of $250,000. We are exploring the possibility of selling or otherwise disposing of the MT 100 asset to a third party, although there can be no assurance that we will, or
will be able to, consummate such a transaction.

In October 2002, we submitted a Market Authorization Application (MAA) for MT 100 for the
acute treatment of migraine to the Medicines and Healthcare Products Regulatory Agency (MHRA) in the United Kingdom (UK). In November 2005, we received notification that the MHRA had granted us marketing approval for MT 100 in the UK.

We are not currently conducting and do not plan to conduct any clinical trials for MT 100 and do not expect to incur any additional significant
development costs related to MT 100. We incurred direct development costs associated with the development of MT 100 of $19,000 for the three-month period ended March 31, 2007, and we have incurred $39.9 million from inception to date. Our
direct development costs do not include the cost of research and development personnel or any allocation of our overhead expenses.

MT 300

In October 2003, we received a not-approvable letter from the FDA related to our NDA for MT 300, which we had submitted in December
2002. Based upon our understanding from our most recent discussions with the FDA, in which the FDA affirmed its previously stated concerns that approval of the NDA was problematic due to the higher incidence of nausea at two hours following dosing
in patients treated with MT 300 compared with placebo, and our understanding of the current FDA standards for approving migraine drugs, we do not believe it is possible to reverse the not-approvable status of the NDA for MT 300.

We began discussions with our partner, Valeant NA, regarding termination of our MT 300 commercialization agreement. In July 2005, we received a letter
from Valeant NA seeking payment of a $1.0 million withdrawal fee required under certain conditions under the agreement. Under the agreement, if we determine that additional studies or data that are required by the FDA for approval of the NDA for MT
300 would jeopardize the commercial viability of MT 300 or exceed our financial resources available for MT 300, we may elect to withdraw the NDA. If we notify Valeant NA of this situation and Valeant NA elects not to assume control of efforts



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to seek approval of the NDA, then, under the conditions outlined in the agreement, upon notice from Valeant NA, the agreement will terminate and we would be
required to pay Valeant NA a termination fee of $1.0 million. If Valeant NA decides to assume development, it would be credited $1.0 million in development expense. We do not believe that the withdrawal fee is payable under the circumstances of
receipt of the not-approvable letter from the FDA. The agreement requires that unresolved disputes by the parties be referred to the respective chief executive officers for resolution. If still unresolved, the agreement provides for binding
arbitration. Valeant NA has disputed our conclusion that the withdrawal fee is not payable and has indicated its intention to pursue the dispute resolution provisions provided for under the agreement. We can give no assurance that Valeant NA will
agree to termination terms acceptable to us, or that we will not be required to pay Valeant NA the withdrawal fee described above.

We are
not currently conducting any clinical trials for MT 300 and do not expect to incur any additional significant development costs related to MT 300. Given our current assessment that we do not believe we can reverse the not-approvable status of the
NDA for MT 300, we believe that we will not receive any future cash inflows from MT 300.

We incurred direct development costs associated
with the development of MT 300 of $12,000 for the three-month period ended March 31, 2007, and we have incurred $14.6 million from inception to date. Our direct development costs do not include the cost of research and development personnel or
any allocation of our overhead expenses.

Collaborative Arrangements

We have entered into and plan to continue to enter into collaborations with established pharmaceutical or pharmaceutical services companies to develop, commercialize and/or manufacture our product candidates. Our
existing collaborations are described below.

GlaxoSmithKline (GSK)

In June 2003, we signed an agreement with GSK for the development and commercialization of
proprietary combinations of a triptan (5-HT1B/1Dagonist) and a long-acting NSAID. The combinations covered by the
agreement are among the combinations of MT 400. Under the terms of the agreement, GSK has exclusive rights in the U.S. to commercialize all combinations which combine GSKs triptans, including Imitrex®(sumatriptan succinate) or Amerge®(naratriptan hydrochloride), with a long-acting NSAID. We are responsible for development of the first combination product, while GSK
is to provide formulation development and manufacturing. GSK has proposed Trexima as the brand name of the combination of sumatriptan succinate, formulated with GSKs RT TechnologyTM, and naproxen sodium in a single tablet, being developed under the agreement. Pursuant to the terms of the agreement, we received $25.0 million in initial
payments from GSK following termination of the waiting period under the Hart-Scott-Rodino notification program and the issuance of a specified patent. In May 2004, we received a $15.0 million milestone payment as a result of our commencement of
Phase 3 clinical trial activities. In October 2005, we received a $20.0 million milestone payment upon the FDAs acceptance for review of the Trexima NDA. Additionally, GSK is obligated to make payments to us in a total amount of $20.0 million
upon FDA approval of the Trexima NDA and GSKs notification of intent to commercialize Trexima. In addition, GSK will pay us two sales performance milestones totaling $80.0 million if certain sales thresholds are achieved. Up to an additional
$10.0 million per product is payable upon achievement of milestones relating to other products. GSK will also pay us royalties on all net sales of marketed products until at least the expiration of the last to expire issued applicable patent (August
14, 2017 based upon the scheduled expiration of currently issued patents). GSK may reduce, but not eliminate, the royalty payable to us if generic competitors attain a pre-determined share of the market for the combination product, or if GSK owes a
royalty to one or more third parties for rights it licenses from such third parties to commercialize the product. The agreement terminates on the date of expiration of all royalty obligations unless earlier terminated by either party for a material
breach or by GSK at any time upon ninety (90) days written notice to us for any reason or no reason. Among the contract breaches that would entitle us to terminate the agreement is GSKs determination not to further develop the
combination product under certain circumstances. GSK has the right, but not the obligation, to bring, at its own expense, an action for infringement of certain patents by third parties. If GSK does not bring any such action within a certain time
frame, we have the right, at our own expense, to bring the appropriate action. With regard to certain other patent infringements, we have the sole right to bring an action against the infringing third party. Each party generally has the duty to
indemnify the other for damages arising from breaches of each partys representations, warranties and obligations under the agreement, as well as for gross negligence or intentional misconduct. We also have a duty to indemnify GSK for damages
arising from our development and manufacture of MT 400 prior to the effective date of the agreement, and each party must indemnify the other for damages arising from the development and manufacture of any combination product after the effective
date.

AstraZeneca AB (AstraZeneca)

In August 2006, we entered into a collaboration and license agreement with AstraZeneca, a Swedish corporation, regarding the development and commercialization of proprietary fixed dose combinations of the PPI esomeprazole magnesium with the
NSAID naproxen, in a single tablet for the management of pain and inflammation associated with conditions such as osteoarthritis and



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rheumatoid arthritis in patients who are at risk for developing NSAID associated gastric ulcers. Under the terms of the agreement, we granted to AstraZeneca
an exclusive, fee-bearing license, in all countries of the world except Japan, under our patents and know-how relating to combinations of gastroprotective agents and NSAIDs (other than aspirin and its derivatives). AstraZeneca may, at no additional
cost, elect to include Japan in the licensed territory within two years after the effective date of the agreement.

Pursuant to the terms
of the agreement, we received an upfront license fee of $40 million from AstraZeneca following termination of the waiting period under the Hart-Scott-Rodino notification program. In addition, AstraZeneca has agreed to make milestone payments upon
the achievement of certain development events and sales events. If all development milestones are achieved, total development milestone payments due us under the agreement will be $160 million. If all sales milestone events are achieved, total sales
milestone payments due us under the agreement will be $175 million. We will also receive a royalty based on annual net sales by AstraZeneca, its affiliates or sublicensees under the agreement during the royalty term. The royalty rate varies based on
the level of annual net sales of products made by AstraZeneca, its affiliates and sublicensees, with percentages ranging from the mid-single digits to the mid-teens. In addition, the agreement provides for certain reductions to the royalty rate
based on qualified royalty payments to other third parties and loss of market share due to generic competition. Our right to receive royalties from AstraZeneca for the sale of such products expires on a country-by-country basis upon the later of
(a) expiration of the last-to-expire of certain patent rights relating to such products in that country, and (b) ten years after the first commercial sale of such products in such country.

We retain responsibility for the development and filing of the New Drug Application (NDA) for the product in the U.S. AstraZeneca is responsible for all
development activities outside the U.S., as well as for all manufacturing, marketing, sales and distribution activities worldwide. We have agreed to bear all expenses related to certain specified U.S. development activities. All other development
expenses, including all manufacturing-related expenses, will be paid by AstraZeneca. The agreement establishes joint committees with representation of both us and AstraZeneca to manage the development and commercialization of the product. The
committees will operate by consensus, but if consensus cannot be reached, we generally will have the deciding vote with respect to development activities required for marketing approval of the product in the U.S. and AstraZeneca generally will have
the deciding vote with respect to any other matters.

The agreement, unless earlier terminated, shall expire upon the payment of all
applicable royalties for the products commercialized under the agreement. Either party has the right to terminate the agreement by notice in writing to the other party upon or after any material breach of the agreement by the other party, if the
other party has not cured the breach within 90 days after written notice to cure has been given, with certain exceptions. The parties also can terminate the agreement for cause under certain defined conditions. In addition, AstraZeneca can terminate
the agreement at will, for any reason or no reason, in its entirety or with respect to countries outside the U.S., upon 90 days notice. If terminated at will, AstraZeneca will owe us a specified termination payment or, if termination occurs
after the product is launched, AstraZeneca may, at its option, under and subject to the satisfaction of conditions specified in the agreement,elect to transfer the product and all rights to us.

Nycomed Danmark ApS (Nycomed)

Lornoxicam

In May 2003, we entered into a development, option and license agreement with Nycomed pursuant to which we obtained an exclusive
license to certain development rights during the option period and an exclusive option to license certain rights to develop, manufacture and commercialize products containing lornoxicam. In July 2005, we exercised the option and were granted an
exclusive license, with the right to sublicense, develop, manufacture and commercialize single-entity products and combination products containing lornoxicam in the U.S. (and its territories) and Canada (the Exclusive Territory). We were granted a
non-exclusive license to develop and commercialize combination products containing lornoxicam in Belgium, Germany, Greece, France, Ireland, Luxembourg, The Netherlands, Austria, Finland, Denmark, United Kingdom, Sweden, Armenia, Azerbaijan, Belarus,
Estonia, Georgia, Iceland, Kazakhstan, Kyrgyzstan, Latvia, Liechtenstein, Lithuania, Moldova, Norway, Russia, Switzerland, Tajikistan, Turkmenistan, Ukraine and Uzbekistan (the Limited Territory). We were granted a non-exclusive license to
manufacture single-entity and combination products containing lornoxicam outside of the Exclusive Territory, excluding certain countries. We granted Nycomed a right of first refusal with respect to the development, manufacturing and
commercialization, in Iceland, Denmark, Norway, Finland, Sweden, Lithuania, Latvia, Estonia, Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Russia, Tajikistan, Turkmenistan, Uzbekistan and Ukraine, of certain combination
lornoxicam products that we may develop under the agreement.

Pursuant to the agreement, we paid Nycomed a total of $500,000 for upfront
and milestone payments during the option period. We paid Nycomed a non-refundable $500,000 payment in August 2005 to exercise our option under the agreement. We will be obligated to pay additional milestone payments in an aggregate amount of up to
$500,000 upon the occurrence of certain regulatory approvals. In addition, we will be obligated to pay Nycomed specified single digit royalties on all net sales of any licensed single-entity or combination lornoxicam products, with the amount of
such royalties for single-entity lornoxicam products subject to



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reduction upon the occurrences of certain specified events. The obligation to pay such royalties expires on a product-by-product and country-by-country basis
ten (10) years from the first commercial sale of a product in a given country. We are also obligated to pay Nycomed a specified single digit percentage of any upfront and milestone payments we may receive from our sublicensees up to a preset
maximum amount per sub-licensee.

As a part of the agreement, Nycomed will supply us with all of our required clinical supply of active
drug substance, and may also supply some clinical trial materials under certain conditions. Under the agreement, subject to Nycomeds ability to meet a specified percentage of our and each of our sublicensees requirements, we and each of
our sublicensees (each, a buyer) must purchase all of their required commercial supply of active drug substance from Nycomed for a minimum of five years. For each buyer, this exclusive 5-year purchase commitment for each of the Exclusive Territory
and the Limited Territory begins with the buyers first commercial sale of its first licensed lornoxicam product in a particular specified country within the Exclusive Territory and the Limited Territory, respectively, as applicable.

Each party generally has the duty to indemnify the other for damages arising from each partys breach of its representations,
warranties and obligations under the agreement, as well as for gross negligence or willful misconduct. In addition, we must indemnify Nycomed for any claim brought by a third party arising from our development, testing, manufacture or sale of any
licensed product. Further, each party has a duty to maintain commercially reasonable insurance coverage commensurate with its obligations under the agreement. Nycomed has the right, but not the obligation, to bring, at its own expense, an action for
infringement of certain patents by third parties. If Nycomed does not bring any such action within a certain time frame, we have the right, but not the obligation, at our own expense, to bring the appropriate action. The agreement terminates upon
the date of expiration of all royalty obligations unless terminated earlier by either party for material breach or upon the bankruptcy, insolvency or dissolution of either party, or by us if we determine in good faith that it is not commercially or
scientifically feasible to continue development and commercialization efforts with respect to products using the licensed technology. Nycomed also may terminate the agreement if we or any sublicensee initiates a lawsuit challenging the validity of
any licensed patent.

MT 100

In June 2003, we signed a license agreement with Nycomed for the commercialization of MT 100 in four Nordic countries and received an initial license fee of $500,000. As a result of our decision to discontinue development of MT 100 in the
U.S. and to re-evaluate our MT 100 European strategy, we terminated this agreement and the related supply agreement with Nycomed in September 2005 pursuant to the terms of a termination agreement. The termination agreement provided for the immediate
termination of the license and supply agreements and all rights and obligations of the parties under those agreements, subject to the survival of certain specified provisions, including under the license agreement, those related to confidentiality
and indemnification obligations, ownership rights, and limitation of warranty and liability, and under the supply agreement, those related to confidentiality obligations. Subject to these surviving provisions and the parties obligations under
the termination agreement, the parties also agreed to mutually release each other from any and all present and future claims resulting from events existing as of the date of the termination agreement. As consideration for Nycomeds consent to
enter into the termination agreement and the mutual release, we paid Nycomed $250,000.

Valeant Pharmaceuticals North American (Valeant NA) (formerly
Xcel Pharmaceuticals Inc.)

In September 2003, we signed an agreement with
Valeant NA for the further development and commercialization of MT 300. In March 2005, Valeant Pharmaceuticals International (Valeant International) acquired Valeant NA. Under the terms of the agreement, Valeant NA would have exclusive rights in the
United States to commercialize MT 300 subject to certain minimum commercialization obligations. Pursuant to the terms of the agreement, Valeant NA paid us an upfront fee of $2.0 million. Upon certain future regulatory approvals, including the
FDAs approvals relating to MT 300, and the achievement of a predetermined sales threshold on MT 300, potential milestone payments of up to $8.0 million would be due. Valeant NA is also obligated to pay us royalties on all combined net sales of
MT 300 and Valeant NAs D.H.E. 45®(dihydroergotamine mesylate) Injection, upon
commercialization of MT 300, until at least the expiration of the last to expire issued applicable patent (2020, based upon the scheduled expiration of the last to expire currently issued applicable patent), subject to reduction in certain instances
of generic competition, or in the event that Valeant NA pays royalties to one or more third parties to license rights from such third parties to commercialize MT 300. The agreement terminates on the date of expiration of all royalty obligations
(2020, based upon the scheduled expiration of the last to expire currently issued applicable patent) unless earlier terminated by either party for a material breach or in the event that either party determines not to pursue approval of MT 300, under
the conditions described below. Under certain circumstances, the agreement provides for the terminating party to facilitate the assumption of its responsibilities by the non-terminating party. Generally, each party must indemnify the other for
damages arising from such partys breach of its representations, warranties and obligations under the agreement, as well as for the gross negligence or willful misconduct by either party. Additionally, Valeant NA must indemnify us for damages
arising from the development, manufacture or use of any product after the effective date of the agreement, while we must indemnify Valeant NA for any damages arising from such development, manufacture or use prior to the effective date. We must also
indemnify Valeant NA for any use by us or any sub licensee of certain technology owned by Valeant NA.



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Under the agreement, if we determine that additional studies or data that are required by the FDA for
approval of the NDA for MT 300 would jeopardize the commercial viability of MT 300 or exceed our financial resources available for MT 300, we may elect to withdraw the NDA. If we notify Valeant of this situation and Valeant NA does not assume
control of efforts to seek approval of the NDA, then, under the conditions outlined in the agreement, upon notice from Valeant NA the agreement will terminate and we would be required to pay Valeant NA a withdrawal fee of $1.0 million. If Valeant
decides to assume development, it would be credited $1.0 million in development expense. Based upon our understandings from our most recent communications with the FDA and our understanding of the FDAs current standards for approval of
migraine drugs, we believe it is not possible to reverse the not approvable status of the NDA for MT 300 and we have begun discussions regarding termination of our commercialization agreement with Valeant NA. In July 2005, we received a letter from
Valeant NA seeking payment of the $1.0 million withdrawal fee. We do not believe that the withdrawal fee is payable based on our receipt of a not-approvable letter from the FDA with respect to our NDA for MT 300. The agreement requires that
unresolved disputes by the parties be referred to the respective chief executive officers for resolution. If still unresolved, the agreement provides for binding arbitration. Valeant NA has disputed our conclusion that the withdrawal fee is not
payable and has indicated its intention to pursue the dispute resolution provisions provided for in the agreement. We intend to vigorously defend our position under the agreement. At this time, it is not possible to determine if any withdrawal fee
will be required to be paid to Valeant NA upon the ultimate resolution of this dispute.

Based upon the delays related to commercialization
of MT 300 due to our receipt of the not-approvable letter for MT 300 and our efforts to address with the FDA the issues raised in that letter, we and Valeant NA had previously agreed to extend the time for certain activities under our agreement with
Valeant NA that are dependent on the FDAs actions with respect to MT 300. In the event of termination of the agreement, these obligations will not be relevant. We can give no assurance that Valeant NA or Valeant International will agree to
termination terms acceptable to us or that we will not be required to pay Valeant NA the withdrawal fee of $1.0 million described above.

Results of
Operations

Three months ended March 31, 2007 compared to the three months ended March 31, 2006

Net loss per share: Net loss attributable to common stockholders for the quarter ended March 31, 2007 was $(2.1) million or $(0.07) per share
as compared to a net loss of $(6.4) million, or $(0.22) per share, for the quarter ended March 31, 2006. The net loss for the quarter ended March 31, 2007 included a $1.5 million or ($0.05) per share charge for non-cash stock-based
compensation expense as compared to $1.9 million or ($0.07) per share for the same period of 2006.

Revenue: We recognized $7.7
million of revenue for the quarter ended March 31, 2007 as compared to $2.2 million for the quarter ended March 31, 2006. The increase in revenue was primarily due to a $1.6 million increase in the amortization of upfront payments we
received and a $3.9 million increase in other revenue from development activities we completed in the period pursuant to our development and commercialization agreements with AstraZeneca and GSK. Our licensing and collaboration agreements have terms
that include upfront payments upon contract signing and additional payments if and when certain milestones in product development or related activities are achieved. All upfront payments were deferred and the non-refundable portions are being
amortized over the periods ending on the anticipated dates of regulatory approvals, as specified in the agreements relating to the product candidates, or the conclusion of any obligation on our part. Approximately $35.2 million remains in deferred
revenue at March 31, 2007. Substantive milestone payments are recognized as revenue upon completion of the contractual events.

Research and development: Research and development expenses increased by $1.8 million to $7.3 million for the quarter ended March 31, 2007, as compared to the same period of 2006. The increase was due primarily to an increase in
direct development costs for PN and PA program activities, partially offset by a decrease in direct development costs for the lornoxicam program, as compared to the same period of 2006. Direct development costs for the PN program increased by $2.2
million to $3.7 million, primarily due to Phase 3 clinical trial activities and other PN product development activities pursuant to the AstraZeneca agreement during the first quarter of 2007, as compared to the same period of 2006. Direct
development costs for the PA program increased to $1.5 million during the first quarter of 2007, as compared to the same period of 2006. Direct development costs for the lornoxicam program decreased by $1.9 million primarily due to Phase I/II
clinical trial activities during the first quarter of 2006 as compared to the same period of 2007. Other direct development costs and departmental expenses decreased by $0.1 million as compared to the same period of 2006. We have included in our
research and development total expenses the departmental personnel costs associated with our research and development activities and direct costs associated with pharmaceutical development, clinical trials, toxicology activities, and regulatory
matters.

General and administrative: General and administrative expenses decreased by $0.4 million to $3.2 million for the first
quarter of 2007, as compared to the same period of 2006. The decrease was due primarily to a $0.2 million decrease in non-cash



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compensation charge for stock option expense and a decrease in public company legal expenses as compared to the same period of 2006. General and
administrative expenses consisted primarily of the costs of administrative personnel, facility infrastructure, business development expenses and public company activities.

Other income: Interest income was $0.3 and $0.2 million for the quarters ended March 31, 2007 and 2006, respectively. Investment income from
bond amortization for the period ended March 31, 2007 totaled $0.5 million as compared to $0.2 million during the same period of 2006.

Income
Taxes

We estimate an effective tax rate of 0% for the year ended December 31, 2007 based upon financial results and annual
forecasts available at March 31, 2007. Our effective tax rate was 0% for the three month period ended March 31, 2007. However, the actual effective rate may vary depending upon actual licensing fees and milestone payments received,
specifically the pre-tax book income for the year, and other factors. Income taxes have been accounted for using the liability method in accordance with SFAS 109, Accounting for Income Taxes. Since our inception, we have incurred
substantial losses and may incur substantial and recurring losses in future periods. The Tax Reform Act of 1986 (the Act) provides for a limitation on the annual use of net operating loss and research and development tax credit
carry-forwards (following certain ownership changes, as defined by the Act) that could limit our ability to utilize these carry-forwards. We have experienced various ownership changes, as defined by the Act, as a result of, among other reasons, past
financings. Accordingly, our ability to utilize the aforementioned carry-forwards may be limited. Additionally, because tax laws limit the time during which these carry-forwards may be applied against future taxes, we may not be able to take full
advantage of these carry-forwards for federal and state income tax purposes.

We currently file income tax returns in the U.S. federal
jurisdiction, and the state of North Carolina. We are no longer subject to federal or North Carolina income tax examinations by tax authorities for years before 2003. We do however have loss carryforwards generated from 1996 through 2002 that are
subject to change.

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN
48), on January 1, 2007. As a result of the implementation of FIN 48, we recognized no increase in the liability for unrecognized tax benefits. We have no material unrecognized tax benefits as of the date of adoption.

We recognize interest and penalties accrued related to unrecognized tax benefits as income tax expense. As of the date of adoption, no interest and
penalties have been accrued.

Liquidity and Capital Resources

Since our inception, we have financed our operations and internal growth primarily through private placements of preferred stock and our initial public offering, resulting in cash inflows of $133.9 million. Since
2003, we have received $102.5 million from upfront and milestone payments from our collaborators. Additionally, since August 2006, we have received $4.8 million for development activities pursuant to the terms of our agreement with AstraZeneca. At
March 31, 2007, cash and cash equivalents, along with short-term investments, totaled $58.2 million, a decrease of $4.4 million compared to December 31, 2006. The decrease in cash was primarily due to operating expenses for the period
offset in part by cash receipts for development activities received from AstraZeneca pursuant to our PN collaboration agreement. Our cash is invested in money market funds that invest primarily in short-term, highly rated investments, including U.S.
Government securities, commercial paper and certificates of deposit guaranteed by banks and short-term corporate fixed income obligations and U.S. Government agency obligations.

We received $3.3 million in operating cash during the quarter ended March 31, 2007 pursuant to the terms of our collaboration agreement with
AstraZeneca. In addition, our balance sheet includes $4.0 million in accounts receivable for invoiced development activities under the terms of the AstraZeneca agreement. Cash received from financing activities during the period totaled $0.1
million, reflecting net proceeds from the exercise of stock options.

Based upon the direct method of presenting cash flow, cash used in
operating activities totaled $8.5 million for the quarter ended March 31, 2007. The indirect method for presenting cash flow is used in the Statement of Cash Flows included in our financial statements. Cash used in operating activities was
$28.8 million for the fiscal year ended December 31, 2006 and $27.4 million for the fiscal year ended December 31, 2005. Net cash provided by investing activities during the quarter ended March 31, 2007 totaled $9.8 million,
reflecting investing activities associated with the sale of short-term securities. These holdings were reinvested in securities with maturities of three months or less and are classified on our balance sheet as cash and cash equivalents.



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As of March 31, 2007, we had $31.2 million in cash and cash equivalents and $27.0 million in
short-term investments. Our operating expenses for 2007 and 2008 are expected to increase from the level of our operating expenses in 2006. However, we believe that we will have sufficient cash reserves to maintain that level of business activities
through 2008 provided that certain development expenses are paid by AstraZeneca, as outlined in the agreement.

As part of our ongoing
assessment of our business and liquidity needs, we regularly assess available funding options and will consider available funding opportunities as they arise. We may sell shares of common stock in the future to fund additional development activities
and increase our working capital. We have filed with the Securities and Exchange Commission (SEC), and the SEC has declared effective, a shelf registration statement on Form S-3 under which we may register up to 8,540,000 shares of our common stock
for sale in one or more public offerings. Certain selling stockholders named in the prospectus for the registration statement may offer up to an aggregate of 540,000 of such shares, and we will not receive any of the proceeds from the sales of
shares made by the selling stockholders. Any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants.

Our forecast of the period of time through which we expect that our financial resources will be adequate to support our operations is a forward-looking
statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors. Our future capital requirements will depend on many factors, including:



| |  |  | the number and progress of our clinical trials and other trials and studies;
| | - |  | ----------------------------------------------------------------------------



| |  |  | our success, or any delays, in obtaining, and any delays in obtaining, regulatory approval of our product candidates and success in, and manner of, commercializing
our products;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the success of our existing collaborations and our ability to establish additional collaborations;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | the extent to which we acquire or invest in businesses, technologies or products;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | costs incurred to enforce and defend our patent claims and other intellectual rights;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | our ability to negotiate favorable terms with various contractors assisting in our trials and studies; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | costs incurred in the defense of the class action lawsuit that is pending against us and our president and chief executive officer relating to MT 100 and MT 300.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

The proceeds from our initial public offering and, private placements and revenue from our collaboration agreements have been invested, in accordance with our investment policy, in money market funds that invest primarily in short-term,
highly-rated investments, including U.S. Government securities, commercial paper and certificates of deposit guaranteed by banks and short-term corporate fixed income obligations and U.S. Government and Government agency obligations. Under our
current policies, we do not use interest rate derivative instruments to manage our exposure to interest rate changes. Because of the short-term maturities of our investments, we do not believe that a decrease in market rates would have a significant
negative impact on the value of our investment portfolio.



|Item 4. | Controls and Procedures
|------- | -----------------------



|(a) | Evaluation of Disclosure Controls and Procedures
|--- | ------------------------------------------------

Our
management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our chief
executive officer and chief financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were designed and functioning effectively to provide reasonable assurance that the information
required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and accumulated and communicated to our
management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosures. We believe that a controls system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



|(b) | Change in Internal Control over Financial Reporting
|--- | ---------------------------------------------------

No
change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Five purported class action
lawsuits were filed during 2004 by holders of our securities against us and certain of our current and former officers, in the U. S. District Court for the Middle District of North Carolina, alleging violations of securities laws. These actions were
filed as a single consolidated amended complaint on December 20, 2004. The amended complaint alleges, among other claims, violations of federal securities laws, including Section 10(b) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and Rule 10b-5 and Section 20(a) of the Exchange Act against us and Dr. John R. Plachetka, our chairman and chief executive officer, arising out of allegedly false and misleading statements made by us
concerning our product candidates, MT 100 and MT 300, during the class period. The amended complaint requests certification of a plaintiff class consisting of purchasers of our stock between October 4, 2002 and May 28, 2004. On
January 27, 2005, we filed a motion to dismiss the amended complaint. On August 30, 2005, our motion to dismiss was denied and the case is now in the discovery phase. On March 27, 2006, a motion for class certification was filed. The
court granted the motion and certified the case as a class action on February 28,2007. Pretrial discovery is now underway.

We believe
that the allegations in the class action lawsuit are without merit and intend to defend this action vigorously. While we cannot predict the outcome or reasonably estimate the range of potential loss, if any, from this litigation, it is the current
judgment of management that it is unlikely that this litigation will have a material adverse effect on our results of operation or financial condition.



|Item 1A. | Risk Factors
|-------- | ------------

Described below are various risks and
uncertainties that may affect our business. These risks and uncertainties are not the only ones we face. You should recognize that other significant risks and uncertainties may arise in the future, which we cannot foresee at this time. Also, the
risks that we now foresee might affect us to a greater or different degree than expected. Certain risks and uncertainties, including ones that we currently deem immaterial or that are similar to those faced by other companies in our industry or
business in general, may also affect our business. If any of the risks described below actually occur, our business, financial condition or results of operations could be materially and adversely affected.

Risks Related to Our Business

We depend heavily on the
success of our product candidates, which may never be approved for commercial use. If we are unable to develop, gain approval of or commercialize those product candidates, we will never receive revenues from the sale of our product candidates.

We anticipate that for the foreseeable future our ability to achieve profitability will be dependent on the successful development,
approval and commercialization of our current product candidates. Many factors could negatively affect our ability to obtain regulatory approval for our product candidates. For example, in June 2006 we received an approvable letter relating to our
NDA for Trexima, in which the FDA requested additional safety information on Trexima, some of which required new studies. We submitted a full response to the FDAs approvable letter in November 2006. In December 2006, the FDA told us the full
response was not a complete submission and requested that we provide additional analyses and supporting information relating to the data we submitted in our November response. The FDA also indicated that it is necessary to provide a complete and
accurate presentation of these data, which must sufficiently address their safety concerns, including cardiovascular safety. We worked with GSK to compile and format the additional data requested by the FDA and delivered a revised full response to
the FDA in early February 2007. However, there can be no guarantee that the FDA will approve our NDA based on the information contained in our response to the approvable letter, or at all. Further, we decided to discontinue development of MT 100 in
the U.S. and to explore the possibility of selling or otherwise disposing of the MT 100 asset, based upon the determination of an FDA Advisory Committee in August 2005. The FDA Advisory Committee determined, following our receipt of a not approvable
letter from the FDA in 2004 for our NDA for MT 100, that the potential, but unquantified, risk of tardive dyskinesia, an involuntary movement disorder associated with the use of metoclopramide, one of the components of MT 100, outweighed the
benefits, as defined by the FDA, of metoclopramide hydrochloride in combination with naproxen sodium. Further, based upon our understandings from our latest communications with the FDA, in which the FDA restated its concerns that approval of MT 300
was problematic due to the higher incidence of nausea at two hours following dosing in patients treated with MT 300 compared with placebo, we do not believe it is possible to reverse the not approvable status of MT 300 stated in the not approvable
letter we received from the FDA in 2003.

In addition to the inability to obtain regulatory approval, many other factors could negatively
affect the success of our efforts to develop and commercialize our product candidates, including those discussed in the risk factors that follow as well as negative, inconclusive or otherwise unfavorable results from any studies or clinical trials,
such as those that we obtained with respect to MT 500, which led to our decision to discontinue development of that product candidate in 2002.



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We have incurred losses since inception and we may continue to incur losses for the foreseeable future. We do not have
a current source of product revenue.

We have incurred significant losses since our inception. As of March 31, 2007, we had an
accumulated deficit of approximately $133.9 million. Our ability to receive product revenue from the sale of products is dependent on a number of factors, principally the development, regulatory approval and successful commercialization of our
product candidates. We expect that the amount of our operating losses will fluctuate significantly from quarter to quarter principally as a result of increases and decreases in our development efforts and the timing of payments that we may receive
from others. We expect to continue to incur significant operating losses and do not know when, if and to what extent we will generate product revenue.

Our only current potential sources of revenue are the payments that we may receive pursuant to our collaboration agreements with GSK and AstraZeneca. Our remaining milestone payments under our collaboration agreement
with GSK related to Trexima are payable upon FDA approval and notification of GSKs intent to commercialize Trexima. As a result of our receipt in June 2006 of an approvable letter relating to our NDA for Trexima requesting certain additional
safety information, we cannot guarantee when or if we will receive future payments under that agreement. Further, we may have to pay Valeant NA a $1.0 million withdrawal fee if we do not prevail in our current dispute with them as to whether the
withdrawal fee is payable. This amount is currently reflected in our financial statements as deferred revenue and will never be recognized as revenue if repaid.

Changes in regulatory approval policy or statutory or regulatory requirements, or in the regulatory environment, during the development period of any of our product candidates may result in delays in the approval, or rejection, of the
application for approval of one or more of our product candidates. If we fail to obtain approval, or are delayed in obtaining approval, of our product candidates, our ability to generate revenue will be severely impaired.

The process of drug development and regulatory approval for product candidates takes many years, during which time the FDAs interpretations of the
standards against which drugs are judged for approval may evolve or change. The FDA can also change its approval policies based upon changes in laws and regulations. In addition, it can decide, based on its then current approval policies, any
changes in those policies and its broad discretion in the approval process, to weigh the benefits and the risks of every drug candidate. As a result of any of the foregoing, the FDA may decide that the data we submit in support of an application for
approval of a drug candidate are insufficient for approval. Further, changes in policy or interpretation may not be the subject of published guidelines and may therefore be difficult to evaluate. For example, the FDA has not recently published
guidelines for the approval of new migraine therapies, and we have had to rely on periodic guidance from the FDA obtained in conversations and other meetings, the content of which may be subject to significant modification over the period of a
drugs development program. There is also the risk that we and the FDA may interpret such guidance differently.

Further, additional
information about the potential risks of marketed drugs may affect the regulatory approval environment, or the FDAs approval policies, for new product candidates. For example, in February 2005 an advisory committee convened by the FDA met to
address the potential cardiovascular risks of COX-2 selective NSAIDs and related drugs in response to disclosures made about possible adverse effects from the use of some of these drugs. On April 7, 2005 the FDA issued a Public Health Advisory
(Advisory) based, in part, upon the recommendations of the advisory committee. The Advisory stated that it would require that manufacturers of all prescription products containing NSAIDs provide warnings regarding the potential for adverse
cardiovascular events as well as life-threatening gastrointestinal events associated with the use of NSAIDs. Moreover, subsequent to the FDA advisory committee meeting in February 2005, the FDA has indicated that long-term studies evaluating
cardiovascular risk will be required for approval of new NSAID products that may be used on an intermittent or chronic basis. For example, we believe that long-term cardiovascular safety studies will be required for NDA approval of any oral
lornoxicam product candidate we may develop. We do not know to what extent the FDAs actions may otherwise adversely affect or delay the approvability of our Trexima, PN or other product candidates that contain NSAIDs.

If we, or our current or future collaborators, do not obtain and maintain required regulatory approvals for one or more of our product candidates, we will be unable
to commercialize those product candidates. Further, if we are delayed in obtaining or unable to obtain, any required approvals, our collaborators may terminate, or be entitled to terminate, their agreements with us or reduce or eliminate their
payments to us under these agreements or we may be required to pay termination payments under these agreements.

Our product candidates
under development are subject to extensive domestic and foreign regulation. The FDA regulates, among other things, the development, testing, manufacture, safety, efficacy, record keeping, labeling, storage, approval, advertisement, promotion, sale
and distribution of pharmaceutical products in the United States. In order to market our products



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abroad, we must comply with extensive regulation by foreign governments. If we are unable to obtain and maintain FDA and foreign government approvals for our
product candidates, we, alone or through our collaborators, will not be permitted to sell them. Failure to obtain regulatory approval for a product candidate will prevent us from commercializing that product candidate. Except for MT 100, which has
been approved for sale in the UK, none of our product candidates have been approved for sale in the U.S. or any foreign market and they may never be approved. For example, in June 2006, we received an approvable letter relating to our NDA for
Trexima in which the FDA requested additional safety information on Trexima, thereby delaying regulatory approval, and any subsequent commercial sales, if at all. We also previously received not-approvable letters from the FDA relating to our NDAs
for MT 100 and MT 300.

In the U.S., a separate NDA or supplement must be filed with respect to each indication for which marketing
approval of a product is sought. Each NDA, in turn, requires the successful completion of preclinical, toxicology, genotoxicity and carcinogenicity studies, as well as clinical trials demonstrating the safety and efficacy of the product for that
particular indication. We may not receive regulatory approval of any of the NDAs that we file with the FDA or of any approval applications we may seek in the future outside the U.S.

Further, our current or future collaboration agreements may terminate, or require us to make certain payments to our collaborators, or our collaborators
may have the right to terminate their agreements with us or reduce or eliminate their payments to us under these agreements, based on our inability to obtain, or delays in obtaining, regulatory approval for our product candidates. For example, under
our PN collaboration agreement with AstraZeneca, AstraZeneca has the right to terminate the agreement if certain delays occur or specified development and regulatory objectives are not met. GSK has the right to terminate its agreement with us
relating to the development and commercialization of Trexima upon 90 days notice for any reason, and substantial delays in obtaining regulatory approval to market Trexima could increase this risk of termination. Further, under our MT 300
collaboration agreement with Valeant NA, we may elect to withdraw the NDA, if we determine that additional studies or data that are required by the FDA for approval of the NDA would jeopardize the commercial viability of MT 300 or exceed our
financial resources available for MT 300. If we notify Valeant NA of this situation and Valeant NA elects not to assume control of efforts to seek approval of the NDA, then upon notice from Valeant, the agreement would terminate and we would be
required to pay to Valeant NA a withdrawal fee of $1.0 million. Based on the not-approvable letter received from the FDA with respect to MT 300, we began discussions regarding termination of our commercialization agreement with Valeant NA. In July
2005, we received a letter from Valeant NA seeking payment of the $1.0 million withdrawal fee required under certain conditions under the agreement. We do not believe that the withdrawal fee is payable based on our receipt of a not-approvable letter
from the FDA with respect to our NDA for MT 300. The agreement requires that unresolved disputes by the parties be referred to the respective chief executive officers for resolution. If still unresolved, the agreement provides for binding
arbitration. Valeant NA has disputed our conclusion that the withdrawal fee is not payable and has indicated its intention to pursue the dispute resolution provisions provided for in the agreement. We can give no assurance that Valeant NA will agree
to termination terms acceptable to us or that we will not be required to pay Valeant NA the $1.0 million withdrawal fee.

If we or our
contract manufacturers do not maintain required regulatory approvals, we may not be able to commercialize our products. Approval of a product candidate may be conditioned upon certain limitations and restrictions as to the drugs use, or upon
the conduct of further studies, and is subject to continuous review. The FDA may also require us to conduct additional post-approval studies. These post-approval studies may include carcinogenicity studies in animals or further human clinical
trials. The later discovery of previously unknown problems with the product, manufacturer or manufacturing facility may result in criminal prosecution, civil penalties, recall or seizure of products, or total or partial suspension of production, as
well as other regulatory action against our product candidates or us. If approvals are withdrawn for a product, or if a product is seized or recalled, we would be unable to sell that product and therefore would not receive any revenues from that
product.

We and our contract manufacturers are required to comply with the applicable FDA current Good Manufacturing Practices
(cGMP) regulations, which include requirements relating to quality control and quality assurance, as well as the corresponding maintenance of records and documentation.

Further, manufacturing facilities must be approved by the FDA before they can be used to manufacture our product candidates, and are subject to
additional FDA inspection. We, or our third-party manufacturers, may not be able to comply with cGMP regulations or other FDA regulatory requirements, which could result in a delay or an inability to manufacture the products.

Labeling and promotional activities are subject to scrutiny by the FDA and state regulatory agencies and, in some circumstances, the Federal Trade
Commission. FDA enforcement policy prohibits the marketing of unapproved products as well as the marketing of approved products for unapproved, or off-label, uses. These regulations and the FDAs interpretation of them may impair our or our
partners ability to effectively market products for which we gain approval. Failure to comply with these requirements can result in federal and state regulatory enforcement action. Further, we may not obtain the labeling claims we believe are
necessary or desirable for the promotion of our product candidates.

Our reliance on collaborations with third parties to develop and commercialize our
products is subject to inherent risks and may result in delays in product development and lost or reduced revenues, restricting our ability to commercialize our products and adversely affecting our profitability.



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Under our current strategy, and for the foreseeable future, we expect to depend upon collaborations with
third parties to develop our product candidates and we expect to depend substantially upon third parties to commercialize our products. As a result, our ability to develop, obtain regulatory approval of, manufacture and commercialize our existing
and any future product candidates depends upon our ability to maintain existing, and enter into and maintain new, contractual and collaborative arrangements with others. We also engage, and intend in the future to continue to engage, contract
manufacturers and clinical trial investigators.

In addition, the identification of new compounds or product candidates for development has
led us, and may continue to require us, to enter into license or other collaborative agreements with others, including pharmaceutical companies and research institutions, such as our license and development agreement with Nycomed pursuant to which
we obtained an exclusive license to certain rights to develop, manufacture and commercialize products containing lornoxicam. Such collaborative agreements for the acquisition of new compounds or product candidates would typically require us to pay
license fees, make milestone payments and/or pay royalties. Furthermore, these agreements may result in our revenues being lower than if we developed our product candidates ourselves and in our loss of control over the development of our product
candidates.

Contractors or collaborators may have the right to terminate their agreements with us or reduce their payments to us under
those agreements on limited or no notice and for reasons outside of our control. We currently have a collaboration with GSK for the development and commercialization of certain triptan combinations using our MT 400 technology, including Trexima, in
the U.S., a global collaboration with AstraZeneca for the development and commercialization of proprietary combinations of gastroprotective agents and naproxen, and a collaboration with Valeant NA in the U.S. for the development and
commercialization of MT 300. In these collaboration agreements, as well as under our lornoxicam license agreement with Nycomed described above, our collaborators have the right to terminate the agreement upon a default by us. In addition, GSK and
AstraZeneca are entitled to terminate their respective agreements with us upon 90 days notice for any reason. Substantial delays in obtaining regulatory approval to market Trexima, such as may result from our receipt in June 2006 of an
approvable letter relating to our NDA for Trexima in which the FDA requested additional safety information, could increase this risk of termination of the GSK agreement. Additionally, both GSK and AstraZeneca have the right to reduce the royalties
on net sales of products payable to us under their respective agreements if generic competitors attain a pre-determined share of the market for products marketed under the agreements, or if either GSK or AstraZeneca must pay a royalty to one or more
third parties for rights it licenses from those third parties to commercialize products marketed under the agreements. AstraZeneca is also entitled to terminate its agreement with us if certain delays occur or specified development or regulatory
objectives are not met. Valeant NA is entitled to terminate its agreement with us and a $1.0 million withdrawal fee payable by us in the event we choose to withdraw the NDA if we determine that additional studies or data that are required by the FDA
for approval of the NDA would jeopardize the commercial viability of MT 300 or exceed our financial resources available for MT 300. Due to our belief that the FDA will not approve the NDA for MT 300, we began discussions with Valeant NA regarding
termination of our agreement. Valeant NA has demanded payment of the $1.0 million withdrawal fee, which POZEN is disputing.

If our current
or future licensees exercise termination rights they may have, or if these license agreements terminate because of delays in obtaining regulatory approvals, or for other reasons, and we are not able to establish replacement or additional research
and development collaborations or licensing arrangements, we may not be able to develop and/or commercialize our product candidates. Moreover, any future collaborations or license arrangements we may enter into may not be on terms favorable to us.

A further risk we face with our collaborations is that business combinations and changes in the collaborator or their business strategy
may adversely affect their willingness or ability to complete their obligations to us.

Our current or any future collaborations or license
arrangements ultimately may not be successful. Our agreements with collaborators typically allow them discretion in electing whether to pursue various regulatory, commercialization and other activities or with respect to the timing of the
development, such as our agreement with GSK under which GSK determined, among other things, the exact formulation and composition of the product candidates using our MT 400 technology for use in the Trexima clinical trials. Similarly, under our
agreement with AstraZeneca, AstraZeneca has the right to manufacture clinical trial material itself or through a third party. If AstraZeneca experiences delays in supplying such clinical trial material, the start of pivotal studies could be delayed.
If any collaborator were to breach its agreement with us or otherwise fail to conduct collaborative activities in a timely or successful manner, the pre-clinical or clinical development or commercialization of the affected product candidate or
research program would be delayed or terminated. Any delay or termination of clinical development or commercialization, such as the delay in FDA approval we are currently experiencing as a result of the approvable letter we received from the FDA in
June 2006 related to our Trexima NDA, would delay or possibly eliminate our potential product revenues. Further, our collaborators may be able to exercise control, under certain circumstances, over our ability to protect our patent rights under
patents covered by the applicable collaboration agreement. For example, under our collaboration agreements with GSK and AstraZeneca, GSK and AstraZeneca each has the first right to enforce our patents under their respective agreements and would have
exclusive control over such enforcement litigation.

Other risks associated with our collaborative and contractual arrangements with others
include the following:



| |  |  | we may not have day-to-day control over the activities of our contractors or collaborators;
| | - |  | -------------------------------------------------------------------------------------------



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| |  |  | our collaborators may fail to defend or enforce patents they own on compounds or technologies that are incorporated into the products we develop with them;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | third parties may not fulfill their regulatory or other obligations;
| | - |  | --------------------------------------------------------------------



| |  |  | we may not realize the contemplated or expected benefits from collaborative or other arrangements; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | disagreements may arise regarding a breach of the arrangement, the interpretation of the agreement, ownership of proprietary rights, clinical results or regulatory
approvals.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

These factors could lead to delays in the development of our product candidates and/or the commercialization
of our products or reduction in the milestone payments we receive from our collaborators, or could result in our not being able to commercialize our products. Further, disagreements with our contractors or collaborators could require or result in
litigation or arbitration, which would be time-consuming and expensive. Our ultimate success may depend upon the success and performance on the part of these third parties. If we fail to maintain these relationships or establish new relationships as
required, development of our product candidates and/or the commercialization of our products will be delayed or may never be realized.

A collaborator
may withdraw support or cease to perform work on our product candidates if the collaborator determines to develop its own competing product candidate instead.

We have entered into collaboration and license agreements, and expect to continue to enter into such agreements, with companies that have products and are developing new product candidates that compete or may compete
with our product candidates. If one of our collaborators should decide that the product or a product candidate that the collaborator is developing would be more profitable for the collaborator than our product candidate covered by the collaboration
or license agreement, the collaborator may withdraw support for our product candidate or may cease to perform under our agreement. In the event of a termination of the collaborators agreement upon such cessation of performance, we would need
to negotiate an agreement with another collaborator in order to continue the development and commercialization efforts for the product candidate. If we were unsuccessful in negotiating another agreement, we might have to cease development activities
of the particular product candidate. For example, our development and commercialization agreement with GSK is subject to this risk. GSK has publicly disclosed that it is exploring the development of several compounds for the treatment of migraine.
If GSK decides to focus its development and commercialization efforts on its own products rather than continuing to work with us on Trexima or any other product candidates that may be developed under the agreement, it has the ability to terminate
our agreement upon 90 days written notice. Any substantial delays in obtaining, or failure to obtain, regulatory approval from the FDA to market Trexima, including as a result of our receipt in June 2006 from the FDA of an approvable letter
requesting additional safety information for Trexima, would exacerbate this risk. In such a case, we would need to enter into a new development and commercialization agreement and would need to start the development process all over again. If we
were able to negotiate a new development and commercialization agreement to develop our MT 400 technology, which is not certain, we would face delays and redundant expenses in that development.

We need to maintain current agreements and enter into additional agreements with third parties that possess sales, marketing and distribution capabilities, or
establish internally the capability to perform these functions, in order to successfully market and sell our future drug products.

We
have no sales or distribution personnel or capabilities. If we are unable to maintain current collaborations or enter into additional collaborations with established pharmaceutical or pharmaceutical services companies to provide those capabilities,
or, alternatively, we are unable to develop internally sales and distribution capabilities, we will not be able to successfully commercialize our products. To the extent that we enter into marketing and sales agreements with third parties, our
revenues, if any, will be affected by the sales and marketing efforts of those third parties. Further, we cannot guarantee that, should we elect to develop our own sales and distribution capabilities, we would have sufficient resources to do so, or
would be able to hire the qualified sales and marketing personnel we would need.

Because we do not believe it is possible to convince
the FDA to reverse its conclusion as stated in its not-approvable letter for MT 300, we do not expect to receive any revenue from sales of MT 300 in the U. S.

In October 2003, we received a not-approvable letter from the FDA related to our NDA for MT 300. The letter was issued based on the FDAs conclusion that we had not submitted substantial evidence of effectiveness
for MT 300 as an acute treatment for migraine. The FDA noted that, although MT 300 provided a statistically significant improvement over placebo on the pre-defined endpoint of sustained pain relief at 24 hours post dose as well as relief of pain at
two hours post dose, MT 300 failed to achieve statistical significance versus placebo for the relief of all of the ancillary symptoms of migraine (nausea, photophobia and



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phonophobia) at two hours. Further, the FDA noted that the incidence of nausea, one of the associated symptoms of migraine, was statistically significantly
higher following MT 300 treatment versus placebo at two hours. After our receipt of the not-approvable letter, we had continuing communications with the FDA regarding the MT 300 NDA. Based upon our understandings from our most recent communications
with the FDA and our understanding of the FDAs current standards for approval of migraine drugs, we do not believe it is possible to reverse the not approvable status of the MT 300 NDA. Therefore, we do not believe that we will receive any
revenue from sales of MT 300 in the U.S.

We need to conduct preclinical, toxicology, genotoxicity and carcinogenicity and other safety studies, and
clinical trials for our product candidates. Any negative or unanticipated results, unforeseen costs or delays in the conduct of these studies or trials, or the need to conduct additional studies or trials or to seek to persuade the FDA to evaluate
the results of a study or trial in a different manner, could cause us to discontinue development of a product candidate or reduce, delay or eliminate our receipt of potential revenues for one or more of our product candidates and adversely affect
our ability to achieve profitability.

Generally, we must demonstrate the efficacy and safety of our product candidates before approval
to market can be obtained from the FDA or the regulatory authorities in other countries. Our existing and future product candidates are and will be in various stages of clinical development. Depending upon the type of product candidate and the stage
of the development process of a product candidate, we will need to complete preclinical, toxicology, genotoxicity and carcinogenicity and other safety studies, as well as clinical trials, on these product candidates before we submit marketing
applications in the United States and abroad. These studies and trials can be very costly and time-consuming. For example, long-term cardiovascular safety studies, such as those the FDA has indicated will be required for approval of certain product
candidates containing NSAIDs, typically take approximately three years. In addition, we rely on third parties to perform significant aspects of our studies and clinical trials, introducing additional sources of risk into our development programs.

It should be noted that the results of any of our preclinical and clinical trial testing are not necessarily predictive of results we will
obtain in subsequent or more extensive clinical trials or testing. This may occur for many reasons, including, among others, the variability of patient characteristics, including patient symptoms at the time of study treatment, the larger scale
testing of patients in later trials, or differences in formulation or doses of the product candidate used in later trials. For example, our results from the first of our two Phase 3 pivotal clinical trials of Trexima differed from the results of our
second Phase 3 clinical trial and from the Phase 2 proof-of-concept trial of MT 400 that we conducted prior to entering into our collaboration with GSK. Whereas in the Phase 2 trial statistical significance was reached at two hours over placebo in
the relief of all associated symptoms of migraine (nausea, photophobia and phonophobia), in the first Phase 3 study Trexima failed to achieve statistical significance at two hours compared to placebo in the relief of nausea. In the second Phase 3
pivotal clinical trial, Trexima demonstrated superiority over the individual components measured by sustained pain-free response (p<0.001 vs. naproxen; p=0.009 vs. sumatriptan) and met all other regulatory endpoints versus placebo.

The successful completion of any of our clinical trials depends upon many factors, including the rate of enrollment of patients. If we are unable to
recruit sufficient clinical patients during the appropriate period, we may need to delay our clinical trials and incur significant additional costs. We also rely on the compliance of our clinical trial investigators with FDA regulatory requirements
and noncompliance can result in disqualification of a clinical trial investigator and data that is unusable. In addition, the FDA or Institutional Review Boards may require us to conduct additional trials or delay, restrict or discontinue our
clinical trials on various grounds, including a finding that the subjects or patients are being exposed to an unacceptable health risk. For example, even though we are entitled to submit an NDA for Trexima as a 505(b)(2) application, the FDA may
require us to conduct more studies or trials than we now believe are necessary or required.

Further, even though we may have completed all
clinical trials for a product candidate that were planned for submission in support of a marketing application, we may be required to conduct additional clinical trials, studies or investigations or to submit additional data to support our marketing
applications. In addition, we and/or our marketing or development partners may determine that pre-approval marketing support studies should be conducted. Unanticipated adverse outcomes of such studies, including recognition of certain risks to human
subjects, could a have material impact on the approval of filed or planned market applications or could result in limits placed on the marketing of the product. We may also determine from time to time that it would be necessary to seek to provide
justification to the FDA or other regulatory agency that would result in evaluation of the results of a study or clinical trial in a manner that differs from the way the regulatory agency initially or customarily evaluated the results. In addition,
we may have unexpected results in our preclinical or clinical trials or other studies that require us to reconsider the need for certain studies or trials or cause us to discontinue development of a product candidate. For example, results from a
genotoxicity study involving MT 400 may require us to conduct chronic toxicology and carcinogenicity studies for Trexima or other MT 400 product candidates we may develop.

Once submitted, an NDA requires FDA approval before the product described in the application can be distributed or commercialized . Even if we determine
that data from our clinical trials, toxicology, genotoxicity and carcinogenicity studies are positive, we cannot assure you that the FDA, after completing its analysis, will not determine that the trials or studies should have



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been conducted or analyzed differently, and thus reach a different conclusion from that reached by us, or request that further trials, studies or analyses be
conducted. For example, the FDA has requested additional safety information on Trexima in the approvable letter we received in June 2006 relating to our NDA for Trexima, which required conduct of additional studies. We submitted a full response to
the FDAs approvable letter in November 2006, but were told by the FDA that it was not a complete submission and that additional analyses and supporting information relating to the new data were required. The FDA also indicated that it is
necessary to provide a complete and accurate presentation of these data, which must sufficiently address their safety concerns, including cardiovascular safety. We worked with GSK to compile and format the additional data requested by the FDA and
delivered a revised full response to the FDA in early February 2007. While the FDA has accepted our amended response to the approvable letter for review, there is no guarantee that the FDA will approve the NDA based on the additional information and
study results contained in our amended response, or at all, that additional testing will not be required prior to approval, or that additional warnings will not be required on the product labeling. Further, although we believe that we provided the
necessary data to support approval of the NDAs for MT 100 and MT 300, the FDA issued not-approvable letters for the MT 100 and MT 300 NDAs in May 2004 and October 2003, respectively, and based upon our understandings from our most recent
communication with the FDA and our understanding of the FDAs current standards for approval of migraine drugs, we do not believe it is possible to reverse the not approvable status of the NDA for MT 300. In addition, based upon our receipt of
the not approvable letter for MT 100 and the outcome of an August 2005 FDA Advisory Committee meeting relating to the potential risk of tardive dyskinesia associated with the use of one of the components of MT 100, we made the decision to
discontinue further development of MT 100 in the U.S.

The FDA may also require data in certain subpopulations, such as pediatric use, or,
if such studies were not previously completed, may require long-term carcinogenicity studies, prior to NDA approval, unless we can obtain a waiver of such a requirement. We face similar regulatory hurdles in other countries to those that we face in
the U.S.

Our costs associated with our human clinical trials vary based on a number of factors, including:



| |  |  | the order and timing of clinical indications pursued;
| | - |  | -----------------------------------------------------



| |  |  | the extent of development and financial support from collaborative parties, if any;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the need to conduct additional clinical trials or studies;
| | - |  | ----------------------------------------------------------



| |  |  | the number of patients required for enrollment;
| | - |  | -----------------------------------------------



| |  |  | the difficulty of obtaining sufficient patient populations and clinicians;
| | - |  | --------------------------------------------------------------------------



| |  |  | the difficulty of obtaining clinical supplies of our product candidates; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | governmental and regulatory delays.
| | - |  | -----------------------------------

We currently
depend and will in the future depend on third parties to manufacture our product candidates. If these manufacturers fail to meet our requirements or any regulatory requirements, the product development and commercialization of our product candidates
will be delayed.

We do not have, and have no plans to develop, the internal capability to manufacture either clinical trial or
commercial quantities of products that we may develop or have under development. We rely upon third-party manufacturers and our partners to supply us with our product candidates. We also need supply contracts to sell our products commercially. There
is no guarantee that manufacturers that enter into commercial supply contracts with us will be financially viable entities going forward, or will not otherwise breach or terminate their agreements with us. If we do not have the necessary commercial
supply contracts, or if our current manufacturer is, or any of our future manufacturers are, unable to satisfy our requirements or meet any regulatory requirements, and we are required to find alternative sources of supply, there may be additional
costs and delays in product development and commercialization of our product candidates or we may be required to comply with additional regulatory requirements.

If our competitors develop and commercialize products faster than we do or if their products are superior to ours, our commercial opportunities will be reduced or eliminated.

Our product candidates will have to compete with existing and any newly developed migraine therapies or therapies for any newly developed product
candidates for the treatment of other diseases. There are also likely to be numerous competitors developing new products to treat migraine and the other diseases and conditions for which we may seek to develop products in the future, which



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could render our product candidates or technologies obsolete or non-competitive. For example, our primary competitors will likely include large
pharmaceutical companies (including, based upon their current migraine portfolios, GSK, Merck & Co., AstraZeneca, Johnson & Johnson, Pfizer, Inc. and Endo Pharmaceuticals), biotechnology companies, universities and public and
private research institutions. The competition for our PN products that receive regulatory approval will come from the oral NSAID market, or more specifically the traditional non-selective NSAIDs (such as naproxen and diclofenac), traditional
NSAID/gastroprotective agent combination products or combination product packages (such as Arthrotec®and Prevacid®NapraPACTM), combinations of NSAIDs and PPIs taken as separate pills and the only remaining COX-2 inhibitor, Celebrex®.

Based upon their drug
product and pipeline portfolios and the overall competitiveness of our industry, we believe that we face, and will continue to face, intense competition from other companies for securing collaborations with pharmaceutical companies, establishing
relationships with academic and research institutions, and acquiring licenses to proprietary technology. Our competitors, either alone or with collaborative parties, may also succeed with technologies or products that are more effective than any of
our current or future technologies or products. Many of our actual or potential competitors, either alone or together with collaborative parties, have substantially greater financial resources, and almost all of our competitors have larger numbers
of scientific and administrative personnel than we do.

Many of these competitors, either alone or together with their collaborative
parties, also have significantly greater experience than we do in:



| |  |  | developing product candidates;
| | - |  | ------------------------------



| |  |  | undertaking preclinical testing and human clinical trials;
| | - |  | ----------------------------------------------------------



| |  |  | obtaining FDA and other regulatory approvals of product candidates; and
| | - |  | -----------------------------------------------------------------------



| |  |  | manufacturing and marketing products.
| | - |  | -------------------------------------

Accordingly, our actual or potential competitors may succeed in obtaining patent protection, receiving FDA or other regulatory approval or commercializing products where we cannot or before we do. Any delays we encounter in obtaining
regulatory approvals for our product candidates, such as we are currently experiencing as a result of the approvable letter we received from the FDA in June 2006 relating to the Trexima NDA, and as we previously experienced as a result of the
not-approvable letters we received from the FDA on MT 100 and MT 300, increase this risk. Our competitors may also develop products or technologies that are superior to those that we are developing, and render our product candidates or technologies
obsolete or non-competitive. If we cannot successfully compete with new or existing products, our marketing and sales will suffer and we may not ever receive any revenues from sales of products or may not receive sufficient revenues to achieve
profitability.

If there is an adverse outcome in the securities class action lawsuits that have been filed against us or our current or former
directors and officers, our business may be materially harmed. Further, defending against these lawsuits may be expensive and will divert the attention of our management.

Four purported class action lawsuits claiming violations of securities laws were filed between June 4 and July 28, 2004 in the U.S. District
Court for the Middle District of North Carolina by holders of our securities against us and certain of our current and former officers. These actions have been consolidated for pre-trial purposes. A fifth case filed on August 6, 2004 has also
been consolidated with those actions for pre-trial purposes. By order dated November 4, 2004, the court appointed a lead plaintiff, who filed a consolidated amended complaint (amended complaint) on December 20, 2004. The defendants named
in the amended complaint are POZEN and John R. Plachetka, our chairman and chief executive officer. The complaint alleges violations of federal securities laws, including violations of Section 10(b) of the Securities Exchange Act of 1934, as
amended, and Rule 10b-5, and violations of Section 20(a) of the Exchange Act against Dr. Plachetka. The amended complaint alleges that we made false and misleading statements concerning our product candidates MT 100 and MT 300 during the
class period. The amended complaint requests certification of a plaintiff class consisting of purchasers of our stock between October 4, 2002 and May 28, 2004. In January 2005, we moved to dismiss the amended complaint. On August 30,
2005, our motion to dismiss the complaint was denied and the case is now in the discovery phase. On March 27, 2006, a motion for class certification was filed. The court granted the motion and certified the case as a class action on
February 28, 2007. Pretrial discovery is now underway.

As with any litigation proceeding, we cannot predict with certainty the
eventual outcome of the pending class action lawsuit described above. Furthermore, we will have to incur expenses in connection with this lawsuit, which may be substantial. In the event of an adverse outcome, our business could be materially harmed.
Moreover, responding to and defending the pending litigation will result in a significant diversion of managements attention and resources and an increase in professional fees.



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If we are unable to protect our patents or proprietary rights, or if we are unable to operate our business without
infringing the patents and proprietary rights of others, we may be unable to develop our product candidates or compete effectively.

The pharmaceutical industry places considerable importance on obtaining patent and trade secret protection for new technologies, products and processes. Our success will depend, in part, on our ability, and the ability of our licensors, to
obtain and to keep protection for our products and technologies under the patent laws of the United States and other countries, so that we can stop others from using our inventions. Our success also will depend on our ability to prevent others from
using our trade secrets. In addition, we must operate in a way that does not infringe, or violate, the patent, trade secret and other intellectual property rights of other parties.

We cannot know how much protection, if any, our patents will provide or whether our patent applications will issue as patents. The breadth of claims that
will be allowed in patent applications cannot be predicted and neither the validity nor enforceability of claims in issued patents can be assured.If, for any reason, we are unable to obtain and enforce valid claims covering our products and
technology, we may be unable to prevent competitors from using the same or similar technology or to prevent competitors from marketing identical products. In addition, due to the extensive time needed to develop, test and obtain regulatory approval
for our products, any patents that protect our product candidates may expire early during commercialization. This may reduce or eliminate any market advantages that such patents may give us. In certain territories outside the U.S., our issued
patents may be subject to opposition by competitors within a certain time after the patent is issued. For example, in October 2005 oppositions were filed against our issued European patent for MT 400 by Merck & Co., Inc. and Almirall
Prodesfarma asserting that the European patent should not have been granted. Such opposition proceedings may not be resolved for several years, and may result in the revocation of the issued patent.

We may need to submit our issued patents for amendment or reissue if we determine that any claims within our patents should not have been issued. While
such a submission may be based on our view that only specified claims should not have been granted to us, there can be no assurance that a patent examiner will not determine that additional claims should not have been granted to us. Such was the
case with one of our patents covering MT 100, which we submitted for reissue after determining that certain specified claims that are not central to our protection of MT 100 should not have been issued. In April 2006, we received an office action on
the reissue application and, consistent with our decision not to devote further resources to the development of this product in the U.S., the reissue application was abandoned in January 2007.

We may need to license rights to third party patents and intellectual property to continue the development and marketing of our product candidates. If we
are unable to acquire such rights on acceptable terms, our development activities may be blocked and we may be unable to bring our product candidates to market.

We may enter into litigation to defend ourselves against claims of infringement, assert claims that a third party is infringing one or more of our patents, protect our trade secrets or know-how, or determine the scope
and validity of others patent or proprietary rights. As a result of such litigation, our patent claims may be found to be invalid, unenforceable or not of sufficient scope to cover the activities of an alleged infringement. With respect to
some of our product candidates, under certain circumstances, our development or commercialization collaborators have the first right to enforce our patents and would have exclusive control over such enforcement litigation. For example, under our
collaboration agreements with GSK and AstraZeneca, GSK and AstraZeneca each has the first right to enforce our patents under their respective agreements.

If we are found to infringe the patent rights of others, then we may be forced to pay damages in an amount that might irreparably harm our business and/or be prevented from continuing our product development and
marketing activities. Additionally, if we or our development or commercialization collaborator seek to enforce our patents and are unsuccessful, we may be subject to claims for bringing a failed enforcement action, including claims alleging various
forms of antitrust violations (both state and federal) and unfair competition. If we are found to be liable for such claims, then we may be forced to pay damages in an amount that might irreparably harm our business and/or be prevented from
continuing our product development and commercialization activities. Even if we are successful in defending any such claims of infringement or in asserting claims against third parties, such litigation is expensive, may have a material effect on our
operations, and may distract management from our business operations. Regardless of its eventual outcome, any lawsuit that we enter into may consume time and resources that would impair our ability to develop and market our product candidates.

We have entered into confidentiality agreements with our employees, consultants, advisors and collaborators. However, these parties may
not honor these agreements and, as a result, we may not be able to protect our rights to unpatented trade secrets and know-how. Others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access
to our trade secrets and know-how. Also, many of our scientific and management personnel were previously employed by competing companies. As a result, such companies may allege trade secret violations and similar claims against us.



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If we fail to acquire, develop and commercialize additional products or product candidates, or fail to successfully
promote or market approved products, we may never achieve profitability.

As part of our business strategy, we plan to identify,
self-invent and/or acquire product candidates or approved products in areas in which we possess particular knowledge. Because we do not directly engage in basic research or drug discovery, we may rely upon third parties to sell or license product
opportunities to us. Other companies, including some with substantially greater financial, marketing and sales resources, are competing with us to acquire such products and product candidates. We may not be able to acquire rights to additional
products or product candidates on acceptable terms, if at all. In addition, if we acquire new products or product candidates with different marketing strategies, distribution channels and bases of competition than those of our current product
candidates, we may not be able to compete favorably in those product categories.

None of our future products may be accepted by the market.

Even if our product candidates perform successfully in clinical trials and are approved by the FDA and other regulatory authorities,
our future products may not achieve market acceptance and may not generate the revenues that we anticipate. The degree of market acceptance will depend upon a number of factors, including:



| |  |  | the receipt and timing of regulatory approvals;
| | - |  | -----------------------------------------------



| |  |  | the availability of third-party reimbursement;
| | - |  | ----------------------------------------------



| |  |  | the indications for which the product is approved;
| | - |  | --------------------------------------------------



| |  |  | the rate of adoption by healthcare providers;
| | - |  | ---------------------------------------------



| |  |  | the rate of product acceptance by target patient populations;
| | - |  | -------------------------------------------------------------



| |  |  | the price of the product relative to alternative therapies;
| | - |  | -----------------------------------------------------------



| |  |  | the availability of alternative therapies;
| | - |  | ------------------------------------------



| |  |  | the extent and effectiveness of marketing efforts by us and third-party distributors and agents;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | the existence of adverse publicity regarding our products or similar products; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the extent and severity of side effects as compared to alternative therapies.
| | - |  | -----------------------------------------------------------------------------

If we do not receive adequate third-party reimbursements for our future products, our revenues and profitability will be reduced.

Our ability to commercialize our product candidates successfully will depend, in part, on the extent to which reimbursement for the costs of such products and related treatments will be available from government
health administration authorities, such as Medicare and Medicaid in the U.S., private health insurers and other organizations. Significant uncertainty exists as to the reimbursement status of a newly approved healthcare product. Adequate third-party
coverage may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product research and development. If adequate coverage and reimbursement levels are not provided by government and
third-party payors for use of our products, our products may fail to achieve market acceptance.

Our future revenues, profitability and
access to capital will be affected by the continuing efforts of governmental and private third-party payors to contain or reduce the costs of healthcare through various means. We expect that a number of federal, state and foreign proposals will seek
to control the cost of drugs through governmental regulation. We are unsure of the form that any healthcare reform legislation may take or what actions federal, state, foreign and private payors may take in response to any proposed reforms.
Therefore, we cannot predict the effect of any implemented reform on our business.



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If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may be
required to limit commercialization of our product candidates.

The testing and marketing of pharmaceutical products entails an
inherent risk of product liability. Product liability claims might be brought against us by consumers, healthcare providers, pharmaceutical companies or others selling our future products. If we cannot successfully defend ourselves against such
claims, we may incur substantial liabilities or be required to limit the commercialization of our product candidates. We have product liability insurance that covers our human clinical trials in an amount equal to up to $10.0 million annual
aggregate limit with a $0.1 million deductible per claim. The amount of insurance that we currently hold may not be adequate to cover all liabilities that may occur. However, insurance coverage is becoming increasingly expensive, and no assurance
can be given that we will be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. We intend to expand our insurance coverage to include the sale of commercial products if we
obtain marketing approval for and intend to commercialize any of our products and commercial sales of the product begin. However, we may not be able to obtain commercially reasonable product liability insurance for any products approved for
marketing. If a plaintiff brings a successful product liability claim against us in excess of our insurance coverage, if any, we may incur substantial liabilities and our business may be harmed or fail.

We may need additional funding and may not have access to capital. If we are unable to raise capital when needed, we may need to delay, reduce or eliminate our
product development or commercialization efforts.

In the future, we may need to raise additional funds to execute our business
strategy. We have incurred losses from operations since inception and we may continue to incur additional operating losses. Our actual capital requirements will depend upon numerous factors, including:



| |  |  | the progress of our research and development programs;
| | - |  | ------------------------------------------------------



| |  |  | the progress of preclinical studies, clinical and other testing or the need conduct additional trials, studies or other testing;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the time and cost involved in obtaining any regulatory approvals;
| | - |  | -----------------------------------------------------------------



| |  |  | the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | the effect of competing technological and market developments;
| | - |  | --------------------------------------------------------------



| |  |  | the timing of our receipt, if any, of milestone payments and royalties under collaborative agreements;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | the effect of changes and developments in, or termination of, our collaborative, license and other relationships;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | the terms and timing of any additional collaborative, license and other arrangements that we may establish; and
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | our ability to arrange for the commercialization of our product candidates.
| | - |  | ---------------------------------------------------------------------------

Our operating expenses for the year ended December 31, 2006 totaled $35.2 million, including non-cash compensation expense of $5.5 million related
to stock options and other stock-based awards, primarily associated with our adoption of SFAS No. 123(R) on January 1, 2006. For fiscal years 2004 through 2006, our average annual operating expenses (including average non-cash deferred
compensation of $2.4 million) were $30.7 million. We are currently in discussions with AstraZeneca on the timing and scope of marketing studies to support the commercialization of PN 400. These marketing studies may impact revenue and expenses for
the 2007 year. During the first quarter of 2007 we estimated operating expenses for the 2007 fiscal year to be between $50.0 million and $55.0 million, including $6.4 million of non-cash compensation expenses, related to stock options and other
stock-based awards, resulting from our adoption of SFAS 123(R) on January 1, 2006. Increased operating expenses, under that estimate, were expected to be partially offset by revenue of between $14.0 million and $18.0 million for work performed under
the AstraZeneca agreement. As of March 31, 2007, we had an aggregate of $58.2 million in cash and cash equivalents and short-term investments. If our operating expenses for 2007 and 2008 remain at the level of our operating expenses in 2006, we
believe that we will have sufficient cash reserves to maintain that level of business activities through 2008 provided certain increased development expenses are paid by AstraZeneca, as outlined in the agreement. However, our expenses might increase
in 2007 and 2008 beyond currently expected levels if we decide to, or any regulatory agency requires us to, conduct additional clinical trials, studies or investigations for any of our product candidates, including in connection with the
agencys consideration, or reconsideration, of our regulatory filings for our product candidates. In addition, we may be required to pay Valeant NA a withdrawal fee of $1.0 million if we do not prevail in our current dispute with them as to
whether a withdrawal fee is payable under our MT 300 collaboration agreement.



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We may be unable to raise additional equity funds when we desire to do so due to unfavorable market
conditions in our industry or generally, or other unforeseen developments in our business. Further, we may not be able to find sufficient debt or equity funding, if at all, on acceptable terms. If we cannot, we may need to delay, reduce or eliminate
research and development programs and therefore may not be able to execute our business strategy. Further, to the extent that we obtain additional funding through collaboration and licensing arrangements, it may be necessary for us to give up
valuable rights to our development programs or technologies or grant licenses on terms that may not be favorable to us.

The sale by us of
additional equity securities or the expectation that we will sell additional equity securities may have an adverse effect on the price of our common stock.

We depend on key personnel and may not be able to retain these employees or recruit additional qualified personnel, which would harm our research and development efforts.

We are highly dependent on the efforts of our key management and scientific personnel, especially John R. Plachetka, Pharm.D., our Chairman, President
and Chief Executive Officer. Dr. Plachetka signed an amended and restated employment agreement with us on March 14, 2006, for a three-year term with automatic one-year renewal terms. We have also entered into employment agreements with
certain of our other key management personnel, which provide for one or two-year terms with automatic one-year renewal terms. If we should lose the services of Dr. Plachetka, or are unable to replace the services of our other key personnel who
may leave the Company, such as Dr. Marshall E. Reese, Executive Vice President, Product Development, William L. Hodges, Senior Vice President Finance and Administration and Chief Financial Officer, or Kristina M. Adomonis, Senior Vice
President, Business Development or if we fail to recruit other key scientific personnel, we may be unable to achieve our business objectives. There is intense competition for qualified scientific personnel. Since our business is very
science-oriented, we need to continue to attract and retain such people. We may not be able to continue to attract and retain the qualified personnel necessary for developing our business. Furthermore, our future success may also depend in part on
the continued service of our other key management personnel and our ability to recruit and retain additional personnel, as required by our business.

Factors That May Affect Our Stockholders

Our stock price is volatile, which may result in significant losses to stockholders.

There has been significant volatility in the market prices of biotechnology companies securities. Various factors and events may
have a significant impact on the market price of our common stock. These factors include:



| |  |  | fluctuations in our operating results;
| | - |  | --------------------------------------



| |  |  | announcements of technological innovations, acquisitions or licensing of therapeutic products or product candidates by us or our competitors;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | published reports by securities analysts;
| | - |  | -----------------------------------------



| |  |  | positive or negative progress with our clinical trials or with regulatory approvals of our product candidates;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | governmental regulation, including reimbursement policies;
| | - |  | ----------------------------------------------------------



| |  |  | developments in patent or other proprietary rights;
| | - |  | ---------------------------------------------------



| |  |  | developments in our relationships with collaborative partners;
| | - |  | --------------------------------------------------------------



| |  |  | developments in new or pending litigation;
| | - |  | ------------------------------------------



| |  |  | public concern as to the safety and efficacy of our products; and
| | - |  | -----------------------------------------------------------------



| |  |  | general market conditions.
| | - |  | --------------------------



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The trading price of our common stock has been, and could continue to be, subject to wide fluctuations in
response to these factors, including the sale or attempted sale of a large amount of our common stock into the market. From October 16, 2000, when our common stock began trading on The National Market (now known as The NASDAQ Global Market),
through March 31, 2007, the high and low sales prices of our common stock ranged from $2.25 to $21.75. Broad market fluctuations may also adversely affect the market price of our common stock.

Sales of substantial amounts of our common stock in the public market could depress our stock price.

We have not sold shares of common stock in a public offering since our initial public offering in October 2000. Accordingly, we have a relatively small
number of shares that are traded in the market and four of our stockholders and their affiliates beneficially hold approximately 34% of our outstanding shares. Any sales of substantial amounts of our common stock in the public market, including
sales or distributions of shares by our large stockholders, or the perception that such sales might occur, could harm the market price of our common stock and could impair our ability to raise capital through the sale of additional equity
securities. For example, our chief executive officer and one of our directors may sell up to an aggregate of 1,010,000 shares pursuant to Rule 10b5-1 trading plans. Sales under those plans began in October 2006. Further,
stockholders ownership will be diluted if we raise additional capital by issuing equity securities. We have filed with the SEC, and the SEC has declared effective, a shelf registration statement on Form S-3 under which we may register up to
8,540,000 shares of our common stock for sale to the public in one or more public offerings. Certain selling stockholders named in the prospectus for the registration statement may offer up to 540,000 of such shares, and we would not receive any of
the proceeds from sales of those shares.

Anti-takeover provisions in our charter documents and under Delaware law could prevent or delay transactions
that our stockholders may favor and may prevent stockholders from changing the direction of our business or our management.

Provisions
of our charter and bylaws may discourage, delay or prevent a merger or acquisition that our stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares, and may also frustrate or prevent
any attempt by stockholders to change the direction or management of POZEN. For example, these provisions:



| |  |  | authorize the issuance of blank check preferred stock without any need for action by stockholders;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | provide for a classified board of directors with staggered three-year terms;
| | - |  | ----------------------------------------------------------------------------



| |  |  | require supermajority stockholder approval to effect various amendments to our charter and bylaws;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | eliminate the ability of stockholders to call special meetings of stockholders;
| | - |  | -------------------------------------------------------------------------------



| |  |  | prohibit stockholder action by written consent; and
| | - |  | ---------------------------------------------------



| |  |  | establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at
stockholder meetings.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Further, in January 2005 our board of directors adopted a stockholder rights plan, similar to plans adopted by
many other publicly-traded companies. The stockholder rights plan is intended to deter an attempt to acquire us in a manner or on terms not approved by our board of directors.



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------



|              |  |                                                                                                                                                                                         
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                             
|10.1          |  | Contingent Annual Bonus Agreement with John R. Plachetka executed February 14, 2007.                                                                                                    
|              | 
|10.2          |  | Nonqualified Stock Option Grant issued to John R. Plachetka dated February 14, 2007 under Registrants 2000 Equity Compensation Plan as Amended and Restated.                           
|              | 
|10.3          |  | Restricted Stock Unit Agreement with John R. Plachetka dated February 14, 2007 under Registrants 2000 Equity Compensation Plan as Amended and Restated.                                
|              | 
|10.4          |  | Long-Term Cash Incentive Award Agreement between the Registrant and John R. Plachetka dated February 14, 2007.                                                                          
|              | 
|10.5          |  | Contingent Annual Bonus Agreement with Marshall R. Reese executed January 8, 2007.                                                                                                      
|              | 
|31.1          |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|              | 
|31.2          |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|              | 
|32.1          |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                          
|              | 
|32.2          |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                          



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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.



|            |  |              |  |                                      
|----------- |  | ------------ |  | -------------------------------------
|            |  | POZEN Inc.  
|            |  | (Registrant)
|            |  |             
|May 3, 2007 |  | By:          |  | /s/ JOHN R. PLACHETKA                
|            |  |              |  | John R. Plachetka                    
|            |  |              |  | President and Chief Executive Officer
|            |  |             
|May 3, 2007 |  | By:          |  | /s/ WILLIAM L. HODGES                
|            |  |              |  | William L. Hodges                    
|            |  |              |  | Chief Financial Officer              
|            |  |             
|May 3, 2007 |  | By:          |  | /s/ JOHN E. BARNHARDT                
|            |  |              |  | John E. Barnhardt                    
|            |  |              |  | Principal Accounting Officer         



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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                                                                         
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                             
|10.1*         |  | Contingent Annual Bonus Agreement with John R. Plachetka executed February 14, 2007.                                                                                                    
|              | 
|10.2*         |  | Nonqualified Stock Option Grant issued to John R. Plachetka dated February 14, 2007 under Registrants 2000 Equity Compensation Plan as Amended and Restated.                           
|              | 
|10.3*         |  | Restricted Stock Unit Agreement with John R. Plachetka dated February 14, 2007 under Registrants 2000 Equity Compensation Plan as Amended and Restated.                                
|              | 
|10.4*         |  | Long-Term Cash Incentive Award Agreement between the Registrant and John R. Plachetka dated February 14, 2007.                                                                          
|              | 
|10.5*         |  | Contingent Annual Bonus Agreement with Marshall R. Reese executed January 8, 2007.                                                                                                      
|              | 
|31.1          |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|              | 
|31.2          |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|              | 
|32.1          |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                          
|              | 
|32.2          |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                          

---

|* | Filed herewith.
|- | ---------------



37