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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A

Amendment No. 1



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



For the quarterly period ended September 30, 2003



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)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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 an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). x Yes ̈No



The number of shares outstanding of the registrants common stock as of
October 15, 2003 was 28,486,655.



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Explanatory Note:



This Amendment No. 1 to our quarterly report on Form 10-Q for the quarter ended September 30, 2003 is being filed solely to
amend Item 6(a) to re-file exhibit 10.1. The re-filed exhibit discloses portions that had previously been redacted pursuant to POZENS request for confidential treatment. This Amendment No. 1 does not make any other changes to the Form 10-Q for
the quarter ended September 30, 2003.



PART II. OTHER INFORMATION



|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------



(a) Exhibits



|      |  |                                                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|      | 
|*10.1 |  | Collaboration and License Agreement dated September 3, 2003 between POZEN and Xcel Pharmaceuticals Inc.                                
|      | 
|31.1  |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|      | 
|31.2  |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|      | 
|32.1 |  | Certification of the Chief Executive Officer and Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.



|* | Confidential treatment has been granted for the redacted portions of this agreement. A complete copy of this agreement, including the redacted portions, has been filed separately
with the Securities and Exchange Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Previously filed.
|- | -----------------



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned
thereunto duly authorized.



| |  |                  |  |                         |  |     |  |                                                        
| |  | ---------------- |  | ----------------------- |  | --- |  | -------------------------------------------------------
| |  |                  |  | POZEN INC. (Registrant)
| |  |                  |  |                        
| |  | November 5, 2004 |  |                         |  | By: |  | /s/    JOHN R. PLACHETKA                               
| |  |                  |  |                         |  |     |  | John R. Plachetka President and Chief Executive Officer



| |  |                  |  |  |  |  |  |                                                                        
| |  | ---------------- |  |  |  |  |  | -----------------------------------------------------------------------
| |  |                  |  | 
| |  | November 5, 2004 |  |  |  |  |  | /s/    WILLIAM L. HODGES                                               
| |  |                  |  |  |  |  |  | William L. Hodges Chief Financial Officer (Principal Financial Officer)



| |  |                  |  |  |  |  |  |                                                                                            
| |  | ---------------- |  |  |  |  |  | -------------------------------------------------------------------------------------------
| |  |                  |  | 
| |  | November 5, 2004 |  |  |  |  |  | /s/    JOHN E. BARNHARDT                                                                   
| |  |                  |  |  |  |  |  | John E. Barnhardt Vice President, Finance and Administration (Principal Accounting Officer)



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EXHIBIT INDEX



|              |  |                                                                                                                                        
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                            
|              | 
|*10.1         |  | Collaboration and License Agreement dated September 3, 2003 between POZEN and Xcel Pharmaceuticals Inc.                                
|              | 
|31.1          |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|              | 
|31.2          |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|              | 
|32.1         |  | Certification of the Chief Executive Officer and Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.



|* | Confidential treatment has been granted for the redacted portions of this agreement. A complete copy of this agreement, including the redacted portions, has been filed separately
with the Securities and Exchange Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Previously filed.
|- | -----------------



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