Exhibit 10.2


     

    EXHIBIT
      10.2


     

    


    


    


    September
      19, 2006

    


    


    Re:
      Collaboration and License Agreement dated as of August 1, 2006 by and between
      POZEN INC. and Astrazeneca AB (the "Collaboration Agreement")

    


    


    Dear
      Denise:

    


    This
      letter sets forth the understanding between POZEN INC. (“POZEN”) and Astrazeneca
      AB (“Astrazeneca”) with regard to the matters set forth below and in connection
      with the Collaboration Agreement. Any capitalized terms not otherwise defined
      herein shall have the meaning given such term in the Collaboration Agreement.
      POZEN and Astrazeneca herein are collectively referred to as the Parties.


    


    1. In
      accordance with Section 12.1 of the Collaboration Agreement, the Effective
      Date
      of the Collaboration Agreement is September 7, 2006.

    


    2. The
      Parties have attached hereto final versions of Schedule 10.1 and Schedule 10.7,
      which shall be incorporated by this reference and made part of the Collaboration
      Agreement.

    


    3. The
      Parties agree that a final schedule of Formulation Development Activities and
      a
      Formulation Budget pursuant to Section 6.1.4 of the Collaboration Agreement
      shall be agreed by the Parties as soon as reasonably practicable but not later
      than *****. 

    


    4. This
      letter is being executed pursuant to the terms of Section 15.6 of the
      Collaboration Agreement and shall be governed by the general terms of Article
      15
      of the Collaboration Agreement. Except as otherwise expressly provided in this
      letter, the terms of the Collaboration Agreement shall remain in full force
      and
      effect. This letter may be executed in counterparts, each of which when so
      executed and delivered shall be an original, and all of which together shall
      constitute one instrument. 

    


    



    
      
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    If
      this
      letter reflects your understanding, please countersign in the space provided
      below and return one original copy to POZEN by facsimile at (919) 913-1039.
      

    


    


    Regards,
      

    


    ________________________

    John
      R.
      Plachetka

    Chairman,
      President and CEO

    


    


    


    AGREED:

    


    ASTRAZENECA
      AB (publ)

    


    
      	
              By:

            	 
	
              Name:

            	
              Denise
                Goode

            
	
              Title:

            	
              Licensing
                Director

            


    

    


    


    



    
      
        
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    SCHEDULE
      10.1 

    


    


    Part
      10.1.14 - Agreements

    


    
      	
              Consultant/Vendor

            	
              Form
                of Contract

            	
              Service
                Description

            
	 	 	 
	
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    SCHEDULE
      10.7 

    POZEN
      SUBCONTRACTORS

    


    


    


    


    *****

    


    If
      AstraZeneca provides POZEN with written notice describing in reasonable detail
      information that has reasonably and in good faith caused AstraZeneca to believe
      that it would not be in the best interest of the Product for POZEN to enter
      into
      any new subcontract with any of the subcontractors listed above, then POZEN
      will
      not, without AstraZeneca’s prior written consent (not to be unreasonably
      withheld) engage such subcontractor in the conduct of Development activities
      under the Agreement. 

    


    


    


    


    


    301264
      v2/RE 


    
      
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