POZEN INC /NC (Form: 8-K, Received: 06/03/2015 06:03:04)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2015

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1414 Raleigh Road, Suite 400

Chapel Hill, North Carolina

(Address of principal executive offices)

Registrant’s telephone number, including area code: (919) 913-1030

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; compensatory Arrangements of Certain Officers.

On June 1, 2015, the Company issued a press release announcing that John R. Plachetka, Pharm.D., the Company’s Chairman of the Board of Directors, Chief Executive Officer and President is retiring effective immediately. Dr. Plachetka also resigned from the Company’s Board of Directors (the “Board of Directors”) effective the same day and, as a result, withdrew as a nominee for re-election to the Board of Directors at the 2015 Annual Meeting of Stockholders to be held on June 10, 2015 (the “2015 Annual Meeting”). Dr. Plachetka will remain as an employee of the Company for 90 days following May 29, 2015. Dr. Plachetka’s decision to withdraw as a nominee for re-election was for personal reasons and was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. The Company is grateful for his service and contributions as its founder, Chairman, CEO and President. Notwithstanding the withdrawal of Dr. Plachetka’s nomination, the form of proxy card included in the Company’s definitive proxy materials for the 2015 Annual Meeting remains valid. However, any votes that are or have been submitted with instructions to vote for all the Board’s nominees will be voted only for the remaining nominee, as named in the Company’s definitive proxy statement for the 2015 Annual Meeting, and any votes that are or have been submitted with instructions to vote for Dr. Plachetka will be disregarded.

The Company also announced that Mr. Adrian Adams was appointed as its Chief Executive Officer and as a member of the Board of Directors and that Mr. Andrew I. Koven was appointed as its President and Chief Business Officer.

The Board of Directors determined that it was advisable and in the best interests of the Company and its stockholders to clarify the different classes of the existing members of the Board of Directors, including the sole nominee to stand election as a director at the 2015 Annual Meeting. The Company’s Certificate of Incorporation, as amended and restated, provides that the Board of Directors shall consist of not less than three or more than fifteen members, divided into three Classes: Class I, Class II and Class III. Each director generally serves for a three-year term, with one class of directors being elected at each annual meeting of stockholder of the Company. Currently, the size of the Board of Directors is set at six (6) directors comprised of the following:

Seth A. Rudnick, M.D.

The Board of Directors appointed Mr. Adams as a Class II director, whose term will expire in 2017. There remains a vacancy in Class III of the Board of Directors.

A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

Retirement of John R. Plachetka

John R. Plachetka, Pharm.D., the Company's founder, retired as Chairman, President and Chief Executive Officer and resigned as a director, effective June 1, 2015. Dr. Plachetka will remain an employee of the Company for 90 days following May 29, 2015 (the "Signature Date"). Dr. Plachetka will receive certain benefits in connection with his retirement under the terms of a Separation and General Release Agreement (the "Separation Agreement").

Under the terms of the Separation Agreement, Dr. Plachetka will continue to be paid his full compensation and benefits for 90 days following the Signature Date (the "Separation Date"). Subsequently, Dr. Plachetka will receive certain severance benefits, including the continuation of his base salary at the current rate for a period of 24 months and a lump sum payment of two times the average annual bonus actually awarded to him over the prior two years. He will also receive reimbursement of the actual cost of continuing his health and dental benefits under COBRA for the 18 months following the Separation Date. The Separation Agreement also states that Dr. Plachetka is eligible to receive payment of an amount equal to the portion of his long term cash incentive awards that would have become vested on the next vesting date if he had not retired. Subject to certain conditions, all equity awards previously granted to Dr. Plachetka under the Company’s 2000 Equity Compensation Plan, as amended, and its 2010 Omnibus Equity Compensation Plan, as amended, that remain unvested at the Separation Date will be deemed fully vested at the Separation Date. The Separation Agreement also requires the exercise period for all outstanding options held by Dr. Plachetka to be extended so that they terminate on the date that is the earlier of the second anniversary of the Separation Date or the date on which such options otherwise expire. Dr. Plachetka is also eligible to receive additional payments totaling up to $1.5 million, provided the release has become effective.

The Separation Agreement also provides for special performance-based compensation to Dr. Plachetka in recognition of his efforts to secure approval of YOSPRALA™ by the U.S. Food and Drug Administration (the “FDA”). As of the Separation Date, Dr. Plachetka will be granted nonqualified stock options with a grant date fair value of $1 million. These options will have a term of 10 years and may vest upon the achievement of certain milestones defined in the Separation Agreement. In addition, Dr. Plachetka is eligible to receive a cash bonus of up to $708,334 if YOSPRALA™ approval is obtained from the FDA within certain time frames set forth in the Separation Agreement, in lieu of certain forfeited Long Term Incentive Plan awards.

The Separation Agreement also includes a general release from Dr. Plachetka, subject to customary limitations, and a covenant not to sue. Dr. Plachetka will continue to be subject to the terms of the Nondisclosure, Inventions and Non-Competition Agreement between Dr. Plachetka and the Company, dated July 25, 2001.

Dr. Plachetka also entered into a Voting Agreement with the Company (the “Voting Agreement”), pursuant to which, among other matters, he granted to the Company an irrevocable proxy with respect to all the shares directly and indirectly owned by him for a term of three years. With respect to a possible merger, sale or other transfer, directly or indirectly and whether in one or a series of transactions, of all or a significant portion of the assets or securities of the Company or any extraordinary corporate transaction, regardless of the form or structure of such transaction, in each case if and to the extent adopted or approved by the Board of Directors and recommended to the Company’s stockholders for adoption or approval, Dr. Plachetka and his affiliates agreed to (i) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that such Stockholder shall be entitled to so vote in favor of adoption and approval of the Potential Transaction.

The Voting Agreement applies to all shares of the Company’s common stock directly and indirectly owned or beneficially held by Dr. Plachetka, as well as additional shares of the Company’s common stock acquired by him during its term. Dr. Plachetka is also subject to certain restrictions on the shares of the Company’s common stock directly and indirectly owned by him.

The foregoing descriptions of the Separation Agreement and the Voting Agreement are qualified in their entirety to the full text of the Separation Agreement and the Voting Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. Capitalized terms used herein without definition have the meanings given such terms in the Separation Agreement and the Voting Agreement.

Appointment of Adrian Adams

Effective May 31, 2015, the Board of Directors appointed Adrian Adams, age 64, as Chief Executive Officer of the Company and as a member of the Board, as a Class II director, whose term will expire in 2017.

On May 31, 2015, the Company entered into an employment agreement (the “Adams Employment Agreement”) with Mr. Adams, for a minimum term of three years. Under the Adams Employment Agreement, Mr. Adams will receive (i) an annual base salary of $700,000, with annual increases, if any, to be made based on performance and in the sole discretion of the Board; (ii) an Annual Cash Bonus, based on performance, payable in the discretion of the Compensation Committee, with a targeted amount of 100% of base salary; (iii) Annual Equity Awards under the Company’s 2010 Omnibus Equity Compensation Plan with a target value of not less than 225% of Mr. Adams' base salary; (iv) a Sign-On Award in the form of 1,944,888 restricted stock units (“RSUs”) following the filing of a registration statement on Form S-8 with the Securities and Exchange Commission (the “SEC”), covering shares deliverable upon vesting of such RSUs, (v) a full “gross-up” of any excise taxes payable under IRC Sections 4999 and 4985, and (vi) reimbursement for reasonable legal fees associated with negotiating the Adams Employment Agreement, up to $100,000. Mr. Adams will also participate in standard benefits offered to executive employees generally and under terms of plans pursuant to which benefits are provided.

In accordance with the Adams Employment Agreement, the 2015 Annual Cash Bonus is guaranteed at no less than $700,000, prorated for the portion of 2015 during which Mr. Adams is employed by the Company, and 75% of the Sign-On Award is subject to forfeiture in the event certain change in control transactions conclude within six (6) months of Mr. Adams commencing employment with the Company.

In addition, the Adams Employment Agreement provides for benefits if his employment is terminated under certain circumstances. In the event the Company terminates Mr. Adams’s employment without Cause, if he voluntarily terminates his employment for Good Reason, in the event of his death, or if he or the Company terminate his employment due to Disability, Mr. Adams will receive (i) accrued but unpaid base salary and vacation through the date of termination; (ii) a lump sum equal to 24 months of base salary; (iii) a lump sum equal to 2 times the greater of (x) the average annual bonus paid over the previous 2 years or (y) the annual bonus paid the year preceding the year in which Executive’s termination of employment occurs; (iv) continued medical and life insurance benefits at the same cost as Mr. Adams would be required to pay as an active employee; and (v) acceleration of the vesting of all equity and equity-based awards that would otherwise vest in the next 24 month period.

In the event that, within twelve (12) months of a Change in Control, Mr. Adams terminates his employment for Good Reason or the Company terminates Mr. Adams’s employment without Cause, Mr. Adams will receive (i) accrued but unpaid base salary and vacation through the date of termination; (ii) a lump sum equal to 36 months of base salary; (iii) a lump sum equal to 3 times the greater of (x) the average annual bonus paid over the previous 2 years or (y) the annual bonus paid the year preceding the year in which Executive’s termination of employment occurs; (iv) reimbursement for the monthly COBRA costs of continued coverage during the applicable 36 month period, less the amount Executive would be required to contribute for such coverage if an active employee, and (v) immediate and full vesting of all outstanding unvested equity awards.

The foregoing description of the Adams Employment Agreement is qualified in its entirety by reference to the full text of the Adams Employment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein. Capitalized terms used herein without definition have the meanings given such terms in the Adams Employment Agreement.

Prior to joining the Company, Mr. Adams served as a consultant to the Company from April 2, 2015 to May 31, 2015. Previously, Mr. Adams served as Chief Executive Officer and President and as a director of Auxilium Pharmaceuticals Inc., a specialty biopharmaceutical company, from December 2011 until January 2015, when it was acquired by Endo International plc. Prior to joining Auxilium, from September 2011 to November 2011, Mr. Adams served as Chairman and Chief Executive Officer of Neurologix, Inc., a company focused on development of multiple innovative gene therapy development programs. Before Neurologix, Mr. Adams served as President and Chief Executive Officer of Inspire Pharmaceuticals, Inc., a specialty pharmaceutical company, from February 2010 until May 2011 when it was acquired by Merck & Co., Inc. Previously, Mr. Adams served as President and Chief Executive Officer of Sepracor Inc., a specialty pharmaceutical company, from March 2007 and May 2007, respectively, until February 2010 at which time Sepracor was acquired by Dainippon Sumitomo Pharma Co., Ltd. Prior to his appointment as Chief Executive Officer of Sepracor, Mr. Adams served as its Chief Operating Officer. Prior to joining Sepracor, Mr. Adams served as the President and Chief Executive Officer of Kos Pharmaceuticals, Inc., a specialty pharmaceutical company, from 2002 until its acquisition by Abbott Laboratories in December 2006. Mr. Adams has also held general management and senior international and national marketing positions at SmithKline Beecham, Novartis and ICI (now part of AstraZeneca). Mr. Adams has served as chairman of the board of directors of AcelRx Pharmaceuticals, Inc. since February 2013 and recently served on the board of directors of Amylin Pharmaceuticals, Inc. from October 2007 to August 2012. He previously served as a director of Sepracor from March 2007 to February 2010 and as a director of Inspire from February 2010 to May 2011.

Mr. Adams is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Andrew I. Koven

Effective May 31, 2015, the Board appointed Andrew I. Koven, age 57, as President and Chief Business Officer of the Company.

On May 31, 2015, the Company entered into an employment agreement (the “Koven Employment Agreement”) with Mr. Koven, for a minimum term of three years. Under the Koven Employment Agreement, Mr. Koven will receive (i) an annual base salary of $450,000, with annual increases, if any, to be made based on performance and in the sole discretion of the Board; (ii) an Annual Cash Bonus, based on performance, payable in the discretion of the Compensation Committee, with a targeted amount of 75% of base salary; (iii) Annual Equity Awards under the Company’s 2010 Omnibus Equity Compensation Plan with a target value of not less than 175% of Mr. Koven’s base salary; (iv) a Sign-On Award in the form of 1,476,674 RSUs following the filing of a registration statement on Form S-8 with the SEC, covering shares deliverable upon vesting of such RSUs, (v) a full “gross-up” of any excise taxes payable under IRC Sections 4999 and 4985, and (vi) reimbursement for reasonable legal fees associated with negotiating the Adams Employment Agreement, up to $100,000. Mr. Koven will also participate in standard benefits offered to executive employees generally and under terms of plans pursuant to which benefits are provided.

In accordance with the Koven Employment Agreement, the 2015 Annual Cash Bonus is guaranteed at no less than $337,500, prorated for the portion of 2015 during which Mr, Koven is employed by the Company, and 75% of the Sign-On Award is subject to forfeiture in the event certain change in control transactions conclude within 6 months of Mr. Koven commencing employment with the Company.

In addition, the Koven Employment Agreement provides for benefits if his employment is terminated under certain circumstances. In the event the Company terminates Mr. Koven’s employment without Cause, if he voluntarily terminates his employment for Good Reason, in the event of his death, or if he or the Company terminate his employment due to Disability, Mr. Koven will receive (i) accrued but unpaid base salary and vacation through the date of termination; (ii) a lump sum equal to 24 months of base salary; (iii) a lump sum equal to 2 times the greater of (x) the average annual bonus paid over the previous 2 years or (y) the annual bonus paid the year preceding the year in which Executive’s termination of employment occurs; (iv) continued medical and life insurance benefits at the same cost as Mr. Koven would be required to pay as an active employee; and (v) acceleration of the vesting of all equity and equity-based awards that would otherwise vest in the next 24 month period.

In the event that, within twelve (12) months of a Change in Control, Mr. Koven terminates his employment for Good Reason or the Company terminates Mr. Koven’s employment without Cause, Mr. Koven will receive (i) accrued but unpaid base salary and vacation through the date of termination; (ii) a lump sum equal to 36 months of base salary; (iii) a lump sum equal to 3 times the greater of (x) the average annual bonus paid over the previous 2 years or (y) the annual bonus paid the year preceding the year in which Executive’s termination of employment occurs; (iv) reimbursement for the monthly COBRA costs of continued coverage during the applicable 36 month period, less the amount Executive would be required to contribute for such coverage if an active employee, and (v) immediate and full vesting of all outstanding unvested equity awards.

The foregoing description of the Koven Employment Agreement is qualified in its entirety by reference to the full text of the Koven Employment Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein. Capitalized terms used herein without definition have the meanings given such terms in the Koven Employment Agreement.

Prior to joining the Company, Mr. Koven served as Chief Administrative Officer and General Counsel of Auxilium Pharmaceuticals Inc., a specialty biopharmaceutical company, from February 2012 until January 2015, when it was acquired by Endo International plc. Prior to that, from September 2011 to November 2011, Mr. Koven served as President and Chief Administrative Officer and a member of the board of directors of Neurologix, Inc., a company focused on development of multiple innovative gene therapy development programs. Before Neurologix, Mr. Koven served as Executive Vice President and Chief Administrative and Legal Officer of Inspire Pharmaceuticals, Inc., a specialty pharmaceutical company, from July 2010 until May 2011 when it was acquired by Merck & Co., Inc. Previously, Mr. Koven served as Executive Vice President, General Counsel and Corporate Secretary of Sepracor Inc., a specialty pharmaceutical company, from March 2007 until February 2010 when it was acquired by Dainippon Sumitomo Pharma Co., Ltd. Prior to joining Sepracor, Mr. Koven served as Executive Vice President, General Counsel and Corporate Secretary of Kos Pharmaceuticals, Inc., a specialty pharmaceutical company, from August 2003 until its acquisition by Abbott Laboratories in December 2006. Mr. Koven began his career in the pharmaceutical industry first as an Assistant General Counsel and then as Associate General Counsel at Warner-Lambert Company from 1993 to 2000, followed by his role as Senior Vice President and General Counsel at Lavipharm Corporation from 2000 to 2003. From 1986 to 1992 he was a corporate associate at Cahill, Gordon & Reindel in New York. From 1992 to 1993 he served as Counsel, Corporate and Investment Division, at The Equitable Life Assurance Society of the U.S.

Mr. Koven is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Chairman of the Board

Arthur S. Kirsch, an independent director of the Company since 2004, was named Chairman of the Board, effective May 31, 2015.

Item 9.01

Financial Statements and Exhibits.

Description of Document

Separation and General Release Agreement between POZEN Inc. and John R. Plachetka, dated May 29, 2015.

Voting Agreement between POZEN Inc. and John R. Plachetka, dated May 29, 2015.

Executive Employment Agreement between POZEN Inc. and Adrian Adams dated May 31, 2015.

Executive Employment Agreement between POZEN Inc. and Andrew Koven dated May 31, 2015.

Press release dated June 1, 2015.

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 hereunto duly authorized.

/s/ William L. Hodges

Chief Financial Officer

Description of Document

Separation and General Release Agreement between POZEN Inc. and John R. Plachetka, dated May 29, 2015.

Voting Agreement between POZEN Inc. and John R. Plachetka, dated May 29, 2015.

Executive Employment Agreement between POZEN Inc. and Adrian Adams dated May 31, 2015.

Executive Employment Agreement between POZEN Inc. and Andrew Koven dated May 31, 2015.

Press release dated June 1, 2015.

Exhibit 10.1

SEPARATION AND GENERAL RELEASE AGREEMENT

This SEPARATION AND GENERAL RELEASE AGREEMENT (the “ Separation Agreement ”) is made and entered into between POZEN Inc., a Delaware corporation (the “ Company ”) and John R. Plachetka (“ Executive ”). Throughout the remainder of the Separation Agreement, the Company and Executive may be collectively referred to as “the parties.”

Executive is currently employed as Chairman, President and Chief Executive Officer under a Second Amended and Restated Executive Employment Agreement, dated March 14, 2006, as amended by the First Amendment to Second Amended and Restated Executive Employment Agreement, dated September 28, 2007 (collectively referred to as the “ Employment Agreement ”). Executive is retiring and thereby resigning from all of his officer and director positions with the Company, and all of its affiliates, effective as of the date he executes this Separation Agreement, and from his employment on the 90 ^th day thereafter. The parties have negotiated the terms of Executive’s termination from employment and have agreed upon acceptable terms as described herein.

Executive represents that he has carefully read this entire Separation Agreement, understands its consequences, and voluntarily enters into it.

In consideration of the above and the mutual promises set forth below, the Executive and the Company agree as follows:

1. SEPARATION . Executive herby resigns from all of his officer positions and as a director with the Company and its subsidiaries and affiliates (i.e., Chairman, Director, President, Chief Executive Officer and Chief Scientific Officer), as of the date Executive executes this Separation Agreement (the “ Signature Date ”), and from his employment on the 90 ^th day thereafter (the “ Separation Date ”). Executive shall be paid his full compensation and participate in full benefits through the Separation Date. Between the Signature Date and the Separation Date, Executive shall perform such special duties as assigned by the Company, but shall not have any authority to manage the affairs of the Company or otherwise take action on behalf of the Company.

2. SEPARATION BENEFITS . In consideration of the release (excluding the release of any claims under the Age Discrimination in Employment Act, as amended (“ ADEA ”)) and other promises contained herein, including the First Supplemental Release required under Section 9(b), and on condition that Executive fully comply with his obligations under this Separation Agreement, the Company agrees that:

(a) Salary Continuation . The Company shall pay to Executive the sum of One Million Two Hundred Fifty Six Thousand Eight Hundred and Six Dollars ($1,256,806) (less all applicable withholdings), to be paid in equal monthly installment payments on the fifth business day of each month over the twenty-four (24) month period measured from the second month following the month in which the Separation Date occurred, provided that such payments will be subject to delay under Section 19(d) .

(b) Reimbursement for Costs of Continued Health Benefits . The Company shall reimburse Executive for the actual additional costs of continuation of Executive’s group health and dental insurance under the Consolidated Omnibus Reconciliation Act of 1985 (" COBRA "), at the same level in which he participated as of the Separation Date, for the eighteen (18) month period following the Separation Date , provided that Executive shall bear full responsibility for applying for COBRA coverage, and nothing herein shall constitute a guarantee of COBRA continuation coverage or benefits or a guarantee of eligibility for health benefits. Reimbursements under this Section 2(b) shall be made on a monthly basis beginning in the month after the First Supplemental General Release Agreement, required under Section 9(b), becomes effective and non-revocable . Executive shall not be entitled to a cash payment or other benefit in lieu of the reimbursements provided for herein or for amounts in excess of the actual costs of premiums for the coverages hereunder. Except for reimbursements under this Section 2(b), as of the Separation Date, Executive shall not be entitled to medical, dental, vision, life, disability, accidental death and dismemberment insurance benefits, or any other employee benefits, and shall not be a participant in the Company’s 401(k) Plan (the “ 401(k) Plan ”) or any other plan of any type. For the avoidance of doubt, Executive will not be eligible to contribute to his 401(k) plan from any payments received under this Separation Agreement after the Separation Date, except for his regular Base Salary paid through the Separation Date. Nothing in this Agreement, however, shall be deemed to limit Executive’s continuation coverage rights under COBRA or Executive’s vested rights, if any, under the 401(k) Plan or any other Company plan, and the terms of those plans shall govern.

(c) Bonus . The Company shall pay to Executive the sum of Six Hundred Seventy Eight Thousand Three Hundred Fifty Dollars ($678,350) (less all applicable withholdings), which amount is equal to two (2) times the average of the annual bonus amounts actually paid to Executive over the previous two (2) years pursuant to Section 4(b) of the Employment Agreement. The amounts shall be paid to Executive in a lump sum within ninety (90) calendar days of the Separation Date; provided, however, that in no event shall such payment be made later than March 15 of the year following the year of Executive’s Separation Date.

(d) Long Term Incentive Plan. The Company shall pay to Executive the sum of Nine Hundred Twenty Thousand Eight Hundred Thirty Three Dollars ($920,833) (less all applicable withholdings), an amount equal to the sum of the Awards to which Executive would have been entitled to receive under Executive’s Long Term Incentive Cash Award Agreements, dated March 15, 2013, March 15, 2014 and December 31, 2014 2014 (collectively, the “ LTIP Agreements ”) had Executive remained employed by the Company on March 15, 2016 and January 1, 2016. Such amounts will be paid to Executive in a lump sum on the first business day following the expiration of the 409A Delay Period under Section 19(d). All remaining Awards under the LTIP Agreements that would have been payable under the LTIP Agreements had Executive remained employed, amounting to Seven Hundred Eight Thousand Three Hundred Thirty Four Dollars ($708,334), shall be forfeited (collectively, the “ Forfeited LTIP Awards ”).

(e) Equity Awards. All equity awards previously granted to Executive under the 2000 Equity Compensation Plan, as amended, and the 2010 Omnibus Equity Compensation Plan, as amended (collectively, the “ Equity Plans ”) (including but not limited to restricted stock units, options to purchase stock, and other performance based equity awards) that are unvested as of the Separation Date shall be deemed fully vested as of the Separation Date, subject to Executive’s execution and non-revocation of the First Supplemental General Release Agreement required under Section 9(b) of this Separation Agreement. The exercise periods for all options to purchase stock previously granted to Executive under the Equity Plans shall be extended so that all such stock options are fully exercisable during the period beginning on the Separation Date and ending on the second anniversary of the Separation Date or the date on which such options otherwise expire, whichever date is sooner. In connection with Executive’s options, Executive shall be eligible to participate in a cashless exercise program that will include share withholding from Executive’s shares as necessary to cover Executive’s taxes and any applicable exercise price. The Company and Executive will cooperate to help facilitate Executive’s sale of shares to cover his anticipated taxes, and Executive will advise the Company on the estimated number of shares Executive wishes to sell. Except as specifically provided in this Section 2(e), all equity awards to Executive under the Equity Plans shall be subject to the terms of the Equity Plans and the related agreements between Executive and the Company, as applicable. In addition, if the Company institutes a program to re-purchase underwater options that is made generally available to Company executives, then Executive will be eligible to participate in such program in accordance with its terms notwithstanding his separation from service.

(f) Additional Payment . The Company shall pay to Executive the sum of One Million Dollars ($1,000,000) (less all applicable withholdings), to be paid in a lump sum on the 90 ^th day after the Separation Date, provided that the First Supplemental Release Agreement required under Section 9(b) of the Separation Agreement has become effective, but in no event shall it be paid after March 15, 2016.

(g) Special Performance-Based Compensation Upon FDA Approval of YOSPRALA™ . In recognition of Executive’s efforts to secure approval from the U.S. Food and Drug Administration (the “FDA”) for YOSPRALA™:

i) The Company shall grant to Executive as of the Separation Date, a nonqualified stock option award with a Date of Grant fair value of $1,000,000 (or as close as possible thereto without granting an option for fractional shares) using the Black-Scholes pricing model (the “Performance Options”). The Performance Options shall have an exercise price equal to the Fair Market Value of a share of POZEN common stock on the Date of Grant; shall have an option term of ten (10) years from the Date of Grant; shall be fully vested but not exercisable as of the Date of Grant; and shall be subject to the terms of the Company’s 2010 Omnibus Equity Plan, as amended and, except with respect to the exercisability requirements provided herein, subject to the general terms of the Company’s standard stock option agreement that Executive will be required to execute as a condition of the grant. Subject to Executive’s execution and non-revocation of the Second Supplemental General Release Agreement required by Section 9(c) of this Separation Agreement, the Performance Options shall only become exercisable as follows: (aa) 100% of the Performance Options will become exercisable upon YOSPRALA™ approval by the FDA by December 31, 2015; (bb) 75% of the Performance Options shall become exercisable for such approval between January 1, 2016 and March 31, 2016 with 25% of the Performance Option automatically terminating on January 1, 2016 without ever becoming exercisable; or (cc) 50% of the Performance Options shall become exercisable for such approval between April 1, 2016 and June 30, 2016 with the remaining 25% of the Performance Option automatically terminating on April 1, 2016 without ever becoming exercisable. For the avoidance of doubt, all of the Performance Options shall automatically terminate at 5:00 p.m. EDT on June 30, 2016 without ever becoming exercisable if FDA approval for YOSPRALA™ has not been obtained by said time. Under no circumstances shall the exercisability of the Performance Options accelerate.

ii) In addition, and subject to Executive’s execution and non-revocation of the Second Supplemental General Release Agreement required by Section 9(c) of this Separation Agreement: (aa) if YOSPRALA™ approval is obtained from the FDA by December 31, 2015, the Company shall pay Executive a cash bonus in an amount equal to Seven Hundred Eight Thousand Three Hundred Thirty Four Dollars ($708,334), which is an amount equal to 100% of the Forfeited LTIP Awards (described in Section 2(d) above); (bb) if YOSPRALA™ approval is obtained between January 1, 2016 and March 31, 2016, the Company shall pay Executive a cash bonus in an amount equal to Five Hundred Thirty One Thousand Two Hundred Fifty Dollars ($531,250), which is an amount equal to 75% of the Forfeited LTIP Awards; or (cc) if YOSPRALA™ approval is obtained between April 1, 2016 and June 30, 2016, then the Company shall pay Executive a cash bonus in an amount equal to Three Hundred Fifty four Thousand One Hundred Sixty Seven Dollars ($354,167) , which is an amount equal to 50% of the Forfeited LTIP Awards. Executive shall not be entitled to any payment under this Section 2(g)(ii) if YOSPRALA™ approval is not obtained from the FDA by 5:00 p.m. EDT on June 30, 2016. Any amount that becomes payable to Executive under this Section 2(g)(ii), if any, shall be paid (less applicable withholdings, if any) in lump sum five (5) business days after the Second Supplemental General Release Agreement becomes effective, or thirty (30) following the date on which the FDA approves YOSPRALA™ , whichever date is later.

3. SPECIAL BENEFITS FOR ADEA RELEASE . In consideration of Executive’s agreement to, and non-revocation of, the ADEA Release (as described in Section 9(a)), and other promises contained herein, including the First Supplemental Release required under Section 9(b), and on condition that Executive fully comply with his obligations under this Separation Agreement, the Company agrees that it will pay Executive the sum of Five Hundred Thousand Dollars ($500,000) (less all applicable withholdings) in a lump sum on the 90 ^th day after the Separation Date, provided that the First Supplemental Release Agreement required under Section 9(b) of the Separation Agreement has become effective, but in no event shall it be paid after March 15, 2016.

4. VOTING AGREEMENT. In consideration for the substantial benefits under this Separation Agreement, and the substantial consideration and benefits that Executive and his spouse expect to receive as the result of a potential transaction being considered by the Company, Executive shall execute, and ensure that any others who are necessary to effect the intent of this Section 4, execute, the Voting Agreement substantially in the form attached as Exhibit A simultaneously with the execution of this Separation Agreement.

5. EMPLOYMENT AGREEMENT . Executive acknowledges and agrees that this Separation Agreement provides him with more benefits than those to which he would be entitled under the Employment Agreement, and Executive agrees that the Employment Agreement is hereby terminated, except that Executive acknowledges and agrees that Sections 8 (Non-Disclosure, Inventions and Non-Competition) and 9 (Indemnification) of the Employment Agreement shall survive such termination. For the avoidance of doubt, Executive specifically acknowledges and agrees that he will continue to be bound by the terms of the Nondisclosure, Inventions and Non-Competition Agreement, dated July 25, 2001.

6. COMPANY PROPERTY . Within ten (10) days of the Signature Date, or if earlier as requested by the Company, Executive shall: (i) deliver to the Company all records, memoranda, data, documents and other property of any description which refer or relate in any way to trade secrets or confidential information, including all copies thereof, which are in his possession, custody or control; (ii) deliver to the Company all Company property (including, but not limited to, keys, credit cards, computers, client files, contracts, proposals, work in process, manuals, forms, computer stored work in process and other computer data, research materials, other items of business information concerning any Company customer or client or potential prospect to purchase some or all of the Company’s assets, or Company business or business methods, including all copies thereof) which is in his possession, custody or control; provided however, that Executive may keep the Company issued computer, cell phone and IPad, provided further that Executive must first submit them to Company IT to be cleansed of Company information; and (iii) fully cooperate with the Company in winding up his work and transferring that work to other individuals designated by the Company.

7. COOPERATION . Executive agrees that he will assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations or proceedings relating to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive further agrees to perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Section 7. The Company shall make reasonable efforts to minimize disruption of the Executive's other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.

8. ADEQUACY OF CONSIDERATION . Executive acknowledges that the benefits available to him under this Separation Agreement are significant, are of greater value than the benefits to which he would be entitled to receive if he did not sign this Separation Agreement, and constitute adequate consideration for the releases of claims, under Sections 9 and 10 of this Separation Agreement , including the First and Second Supplemental General Release Agreements under Section 9(b) (to be executed on or within fifteen (5) days after the Separation Date) and 9(c) (to be executed on or within fifteen (5) days after the FDA has approved YOSPRALA™).

9. RELEASE .

(a) CURRENT RELEASE. In consideration of the benefits conferred by this SEPARATION AGREEMENT, EXECUTIVE (ON BEHALF OF HIMSELF, HIS FAMILY MEMBERS, HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES THE COMPANY AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND ITS AND/OR THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS AND/OR THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EXECUTIVES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EXECUTIVE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS) AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO HIS EMPLOYMENT WITH THE COMPANY, OR HIS SEPARATION THEREFROM arising before the execution of this Separation Agreement by Executive, including but not limited to claims: (i) for discrimination, harassment or retaliation arising under any federal, state or local laws, or the equivalent applicable laws of a foreign country, prohibiting age (including but not limited to claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, and the Older Worker Benefit Protection Act of 1990 (“OWBPA”) (collectively referred to herein as the “ ADEA Release ”)), sex, national origin, race, religion, disability, veteran status or other protected class discrimination, the Family and Medical Leave Act, as amended (FMLA), harassment or retaliation for protected activity; (ii) for compensation, commission payments, bonus payments and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (FLSA), as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Family and Medical Leave Act, as amended (FMLA), and similar federal, state, and local laws, or the applicable laws of any foreign country; (iii) under federal, state or local law, or the applicable laws of any foreign country, of any nature whatsoever, including but not limited to constitutional, statutory; and common law; (iv) under the Employment Agreement, and (v) for attorneys’ fees. Executive specifically waives his right to bring or participate in any class or collective action against the Company. Provided, however, that this release does not apply to claims by Executive: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under the Company’s 401(k) plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights arising out of his ownership of stock or options in the Company or its affiliates; (ee) to rights that cannot lawfully be released by a private settlement agreement; or (ff) to enforce, or for a breach of, this Separation Agreement (the “Reserved Claims”). For the purpose of implementing a full and complete release and discharge, Executive expressly acknowledges that this Separation Agreement is intended to include in its effect, without limitation, all claims which he does not know or suspect to exist in his favor at the time of execution hereof, and that this Separation Agreement contemplated the extinguishment of any such claim or claims.

(b) FIRST SUPPLEMENTAL GENERAL RELEASE . Executive agrees that he will execute the First Supplemental General Release Agreement, attached hereto as Exhibit B , no earlier than the Separation Date, and no later than five (5) days after the Separation Date.

(c) SECOND SUPPLEMENTAL GENERAL RELEASE . As an additional condition of the Performance Options becoming exercisable under Section 2(g)(i) and as a condition of receiving any payments due under Section 2(g)(ii), Executive agrees that he will execute the Second Supplemental General Release Agreement, attached hereto as Exhibit C , no earlier than the date on which the YOSPRALA™ approval is obtained from the FDA, and no later than five (5) days after such approval.

10. COVENANT NOT TO SUE . In consideration of the benefits offered to Executive, Executive will not sue Releasees on any of the released claims or on any matters relating to his employment arising before the execution of this Separation Agreement other than with respect to the Reserved Claims, including but not limited to claims under the ADEA, or join as a party with others who may sue Releasees on any such claims; provided, however, this paragraph will not bar a challenge under the OWBPA to the enforceability of the waiver and the ADEA Release set forth in this Separation Agreement, the Reserved Claims, or where otherwise prohibited by law. If Executive does not abide by this paragraph, then (i) he will return all monies received under this Separation Agreement and indemnify Releasees for all expenses incurred in defending the action, and (ii) Releasees will be relieved of their obligations hereunder.

11. RIGHT TO REVIEW . The Company delivered this Separation Agreement, containing the release language set forth in Sections 9 and 10, to Executive via email to his legal counsel on May 28, 2015 (the “ Notification Date ”), and informed him that it desires that he have adequate time and opportunity to review and understand the consequences of entering into it. With respect to the ADEA Release, the Company advises Executive as follows: (i) Executive should consult with his attorney prior to executing the Separation Agreement; and (ii) Executive has 21 days from the Notification Date within which to consider the ADEA Release . Executive acknowledges and understands that he is not required to use the entire 21-day review period and may execute and return this Separation Agreement at any time before the 22 ^nd day following the Notification Date.

12. REVOCATION . Executive may revoke his acceptance of and agreement to the ADEA Release, and the special benefits provided in exchange for the ADEA Release in Section 3 (Special Benefits for Release of ADEA Claims), during the seven (7) day period immediately following his execution of this Separation Agreement. Executive’s release of ADEA claims and Section 3 of this Separation Agreement will not become effective or enforceable until the revocation period has expired. In the event that Executive revokes his acceptance of the ADEA Release, the ADEA Release set forth herein shall be null and void, and Executive shall not be entitled to any payment under Section 3 hereunder. All of the other provisions of this Separation Agreement, however, shall remain in full force and effect and will not be impacted by any such revocation. To revoke the ADEA Release under this Separation Agreement, a written notice of revocation must be delivered to: Kenneth B. Lee, Chair of the Compensation Committee, POZEN Inc., and delivered to Hatteras Venture Partners, 280 S. Mangum, Suite 35, Durham, NC 27701.

13. AGENCY CHARGES/INVESTIGATIONS . Nothing in this Separation Agreement shall prohibit Executive from filing a charge or participating in an investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission or other governmental agency with jurisdiction concerning the terms, conditions and privileges of his employment; provided, however, that by signing this Separation Agreement, Executive waives his right to, and shall not seek or accept, any monetary or other relief of any nature whatsoever in connection with any such charges, investigations or proceedings.

14. NONDISPARAGEMENT . Executive agrees that he shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, or any of its employees or officers, and existing and prospective customers, suppliers, investors and other associated third parties, now or in the future. This Section 14 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Executive agrees to promptly provide written notice of any such order to the CEO of the Company.

15. DISCLAIMER OF LIABILITY . Nothing in this Separation Agreement is to be construed as either an admission of liability or admission of wrongdoing on the part of either party, each of which denies any liabilities or wrongdoing on its part.

16. GOVERNING LAW . This Separation Agreement shall be governed by the laws of North Carolina, without regard to its conflict of laws provisions and the applicable provisions of federal law, including, but not limited to, the ADEA and OWBPA.

17. ENTIRE AGREEMENT . Except as expressly provided herein, this Separation Agreement: (i) supersedes and cancels all other understandings and agreements, oral or written, with respect to Executive’s employment with the Company; (ii) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of this Separation Agreement; and (iii) constitutes the sole agreement between the parties with respect to this subject matter. Each party acknowledges that: (i) no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Separation Agreement; and (ii) no agreement, statement or promise not contained in this Separation Agreement shall be valid. No change or modification of this Separation Agreement shall be valid or binding upon the parties unless such change or modification is in writing and is signed by the parties .

18. SEVERABILITY; SEPARATE AND INDEPENDENT COVENANTS . If any portion, provision, or part of this Separation Agreement is held, determined, or adjudicated by any court of competent jurisdiction to be invalid, unenforceable, void, or voidable for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions, or parts of this Separation Agreement, and such determination or adjudication shall not affect the validity or enforceability of such remaining portions, provisions, or parts. The Company acknowledges and agrees that each of Executive’s covenants in this Agreement or the Employment Agreement shall be construed for all purposes to be separate and independent from any other covenant, whether in this Separation Agreement or otherwise, and the existence of any claim by the Company or any of its affiliates against Executive under this Separation Agreement, the Employment Agreement or otherwise, will not excuse the Company’s breach of any covenant contained in this Separation Agreement.

19. SECTION 409A OF THE INTERNAL REVENUE CODE.

(a) Parties’ Intent . The parties intend that all payments or benefits hereunder shall either qualify for an exemption from or comply with the applicable rules governing non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations thereunder (collectively, “ Section 409A ”) and all provisions of this Separation Agreement shall be construed in a manner consistent with such intention. If any provision of this Separation Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided , that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A.

(b) Separation from Service . A termination of employment or separation from service shall not be deemed to have occurred for purposes of any provision of this Separation Agreement providing for the payment of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a “ Separation from Service ” within the meaning of Section 409A and, for purposes of any such provision of this Separation Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service .

(c) Separate Payments . Each installment payment required under this Separation Agreement shall be considered a separate payment for purposes of Section 409A.

(d) Delayed Distribution to Specified Employees . If the Company determines in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Company’s sole discretion, that a delay in benefits provided under this Separation Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i) since Executive is a Specified Employee thereunder, then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Separation Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive’s separation from service (the “ 409A Delay Period ”). In such event, any post separation payments and the cost of any continuation of benefits provided under this Separation Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall not commence until, and shall be made to Executive in a lump sum cash amount on the first business day after the date that is six (6) months following Executive’s Separation from Service and in such event the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the six-month period following Executive’s Separation from Service.

20. OTHER TAXES . Executive shall have sole responsibility for the payment of any and all income taxes and/or excise taxes arising from or due on account of any payment made or benefit provided by the Company under this Separation Agreement.

21. COUNTERPARTS . This Separation Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Any party hereto may execute this Separation Agreement by signing any such counterpart.

22. WAIVER OF BREACH . A waiver of any breach of this Separation Agreement shall not constitute a waiver of any other provision of this Separation Agreement or any subsequent breach of this Separation Agreement.

(Signature Page Follows)

(Signature page to Separation Agreement)

IN WITNESS WHEREOF, the parties have entered into this Separation Agreement as of the day and year written below.

	POZEN INC.

	By:	/s/ Kenneth B. Lee, Jr.

	Name:	Kenneth B. Lee, Jr.

	Title:	Lead Independent Director

	Date:	May 29, 2015

	JOHN R. PLACHETKA

	By:	/s/ John R. Plachetka

	Date:	May 29, 2015

EXHIBIT A

SEPARATION AND GENERAL RELEASE AGREEMENT

VOTING AGREEMENT

Accompanies this Agreement

EXHIBIT B

SEPARATION AND GENERAL RELEASE AGREEMENT

FIRST SUPPLEMENTAL GENERAL RELEASE AGREEMENT

This First Supplemental General Release Agreement (the “First Supplemental General Release Agreement”) is made and entered into by Pozen Inc. (the “Company”) and John R. Plachetka (“Executive”). Throughout the remainder of the First Supplemental General Release Agreement, the Company and Executive may be collectively referred to as “the parties.”

The parties executed a Separation and General Release Agreement (the “Separation Agreement”) on May 29, 2015, under which Executive resigned from his employment as the Chairman, Director, President, Chief Executive Officer and Chief Scientific Officer of the Company. Capitalized terms not defined in this First Supplemental General Release Agreement shall have the definitions given to them in the Separation Agreement.

As a condition of the Company’s agreement to the terms of the Separation Agreement, Executive agreed to, among other things, execute this First Supplemental General Release Agreement on or within five (5) days after the Separation Date.

Executive represents that he has carefully read this entire First Supplemental General Release Agreement, understands its consequences, and voluntarily enters into it.

In consideration of the above and the mutual promises set forth in the Separation Agreement, Executive and the Company agree as follows:

1. SUPPLEMENTAL RELEASE . In consideration of the benefits conferred by the Separation Agreement, and pursuant to his obligation under Section 9(b) of the Separation Agreement, EXECUTIVE (ON BEHALF OF HIMSELF, HIS FAMILY MEMBERS, HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES THE COMPANY AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND/OR THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EXECUTIVES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EXECUTIVEBENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS) AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO HIS EMPLOYMENT WITH THE COMPANY, OR HIS SEPARATION THEREFROM arising before the execution of the Supplemental General Release Agreement, including but not limited to claims for: (i) for discrimination, harassment or retaliation arising under any federal, state or local laws, or the equivalent applicable laws of a foreign country, prohibiting age (including but not limited to claims under the Age Discrimination in Employment Act of 1967 (ADEA), as amended, and the Older Worker Benefit Protection Act of 1990 (OWBPA)), sex, national origin, race, religion, disability, veteran status or other protected class discrimination, the Family and Medical Leave Act, as amended (FMLA), harassment or retaliation for protected activity; (ii) for compensation, commission payments, bonus payments and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (FLSA), as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Family and Medical Leave Act, as amended (FMLA), and similar federal, state, and local laws, or the applicable laws of any foreign country; (iii) under federal, state or local law, or the applicable laws of any foreign country, of any nature whatsoever, including but not limited to constitutional, statutory; and common law; (iv) under the Employment Agreement, and (v) for attorneys’ fees. Executive specifically waives his right to bring or participate in any class or collective action against the Company. Provided, however, that this release does not apply to claims by Executive: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under the Company’s 401(k) plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights arising out of his ownership of stock or options in the Company or its affiliates; (ee) to rights that cannot lawfully be released by a private settlement agreement; or (ff) to enforce, or for a breach of, the Separation Agreement occurring after execution of this First Supplemental General Release Agreement (the “Reserved Claims”). For the purpose of implementing a full and complete release and discharge, Executive expressly acknowledges that this First Supplemental General Release Agreement is intended to include in its effect, without limitation, all claims which he does not know or suspect to exist in his favor at the time of execution hereof, and that this First Supplemental General Release Agreement contemplated the extinguishment of any such claim or claims.

2. COVENANT NOT TO SUE . In consideration of the benefits conferred by the Separation Agreement, Executive will not sue Releasees any matters relating to his employment arising before the execution of the First Supplemental General Release Agreement (other than with respect to the Reserved Claims), including but not limited to claims under the ADEA, or join as a party with others who may sue Releasees on any such claims; provided, however, this paragraph will not bar a challenge under the OWBPA to the enforceability of the waiver and release of ADEA claims set forth in this First Supplemental General Release Agreement, the Reserved Claims, or where otherwise prohibited by If Executive does not abide by this paragraph, then (i) he will return all monies received under the Separation Agreement and indemnify Releasees for all expenses incurred in defending the action, and (ii) Releasees will be relieved of their obligations under the Separation Agreement.

3. RIGHT TO REVIEW . The Company delivered to Executive via email this First Supplemental General Release Agreement, containing the release language set forth in Sections 1 and 2, or around May 28, 2015 (the “Notification Date”) and informs him hereby that it desires that he have adequate time and opportunity to review and understand the consequences of entering into it. Accordingly, the Company advises Executive as follows:

Executive should consult with his attorney prior to executing the First Supplemental General Release Agreement; and

Executive has more than 21 days from the Notification Date within which to consider whether to execute the First Supplemental General Release Agreement.

Executive must return an executed copy of the First Supplemental General Release Agreement to the Company within 5 days following the Separation Date under Section 1of the Separation Agreement, but not before the Separation Date . The executed First Supplemental General Release Agreement should be returned to: Kenneth B. Lee, Chair of the Compensation Committee, POZEN Inc., and delivered to Hatteras Venture Partners, 280 S. Mangum, Suite 35, Durham, NC 27701.

4. REVOCATION . Executive may revoke the First Supplemental General Release Agreement during the seven (7) day period immediately following his execution of it. This First Supplemental General Release Agreement will not become effective or enforceable until the revocation period has expired. To revoke this Supplemental General Release Agreement, a written notice of revocation must be delivered to : Kenneth B. Lee, Chair of the Compensation Committee, POZEN Inc., and delivered to Hatteras Venture Partners, 280 S. Mangum, Suite 35, Durham, NC 27701.

5. AGENCY CHARGES/INVESTIGATIONS . Nothing in this First Supplemental General Release Agreement or in the Separation Agreement shall prohibit Executive from filing a charge or participating in an investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission or other governmental agency with jurisdiction concerning the terms, conditions and privileges of his employment; provided, however, that by signing this First Supplemental General Release Agreement and the Separation Agreement, Executive waives his right to, and shall not seek or accept, any monetary or other relief of any nature whatsoever in connection with any such charges, investigations or proceedings.

6. DISCLAIMER OF LIABILITY . Nothing in this First Supplemental General Release Agreement or in the Separation Agreement is to be construed as either an admission of liability or admission of wrongdoing on the part of either party, each of which denies any liabilities or wrongdoing on its part.

7. GOVERNING LAW . This First Supplemental General Release Agreement shall be governed by the laws of North Carolina, without regard to its conflict of laws provisions and the applicable provisions of federal law, including, but not limited to, the ADEA and OWBPA.

8. ENTIRE AGREEMENT . Except for the Separation Agreement and as expressly provided herein and therein, this First Supplemental General Release Agreement: (i) supersedes and cancels all other understandings and agreements, oral or written, with respect to Executive’s employment with the Company; (ii) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of the Separation Agreement; and (iii) constitutes the sole agreement between the parties with respect to this subject matter. Each party acknowledges that: (i) no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this First Supplemental General Release Agreement or in the Separation Agreement; and (ii) no agreement, statement or promise not contained in this Separation Agreement shall be valid. No change or modification of this First Supplemental General Release Agreement or in the Separation Agreement shall be valid or binding upon the parties unless such change or modification is in writing and is signed by the parties.

9. SEVERABILITY . If any portion, provision, or part of this First Supplemental General Release Agreement is held, determined, or adjudicated by any court of competent jurisdiction to be invalid, unenforceable, void, or voidable for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions, or parts of this First Supplemental General Release Agreement, and such determination or adjudication shall not affect the validity or enforceability of such remaining portions, provisions, or parts.

10. COUNTERPARTS . This First Supplemental General Release Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Any party hereto may execute this First Supplemental General Release Agreement by signing any such counterpart.

11. WAIVER OF BREACH . A waiver of any breach of this First Supplemental General Release Agreement, the Second Supplemental General Release Agreement or of the Separation Agreement shall not constitute a waiver of any other provision of this First Supplemental General Release Agreement, the Second Supplemental General Release Agreement or of the Separation Agreement or any subsequent breach of such Agreements.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS FIRST SUPPLEMENTAL GENERAL RELEASE AGREEMENT AS OF THE DAY AND YEAR WRITTEN BELOW.

	POZEN INC.

	By:

	Name:

	Title:

	Date:

	JOHN R. PLACHETKA

	By:

	Date:

EXHIBIT C

SEPARATION AND GENERAL RELEASE AGREEMENT

SECOND SUPPLEMENTAL GENERAL RELEASE AGREEMENT

This Second Supplemental General Release Agreement (the “Second Supplemental General Release Agreement”) is made and entered into by Pozen Inc. (the “Company”) and John R. Plachetka (“Executive”). Throughout the remainder of the Separation Agreement, the Company and Executive may be collectively referred to as “the parties.”

The parties executed a Separation and General Release Agreement (the “Separation Agreement”) on May 29, 2015, under which Executive resigned from his employment as the Chairman, Director, President, Chief Executive Officer and Chief Scientific Officer of the Company. Capitalized terms not defined in this Second Supplemental General Release Agreement shall have the definitions given to them in the Separation Agreement.

As a condition of the Company’s agreement to the terms of the Separation Agreement, and in order to receive benefits due, if any, under Section 3(g) of the Separation Agreement, Executive agreed to, among other things, execute this Second Supplemental General Release Agreement on or within five (5) days after the FDA has approved YOSPRALA™.

Executive represents that he has carefully read this entire Second Supplemental General Release Agreement, understands its consequences, and voluntarily enters into it.

In consideration of the above and the mutual promises set forth in the Separation Agreement, Executive and the Company agree as follows:

1. SUPPLEMENTAL RELEASE . In consideration of the benefits conferred by the Separation Agreement, and pursuant to his obligation under Section 9(c) of the Separation Agreement, EXECUTIVE (ON BEHALF OF HIMSELF, HIS FAMILY MEMBERS, HEIRS, ASSIGNS, EXECUTORS AND OTHER REPRESENTATIVES) RELEASES THE COMPANY AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND/OR THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EXECUTIVES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EXECUTIVEBENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS) AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE IN EACH CASE RELATING TO HIS EMPLOYMENT WITH THE COMPANY, OR HIS SEPARATION THEREFROM arising before the execution of the Supplemental General Release Agreement, including but not limited to claims for: (i) for discrimination, harassment or retaliation arising under any federal, state or local laws, or the equivalent applicable laws of a foreign country, prohibiting age (including but not limited to claims under the Age Discrimination in Employment Act of 1967 (ADEA), as amended, and the Older Worker Benefit Protection Act of 1990 (OWBPA)), sex, national origin, race, religion, disability, veteran status or other protected class discrimination, the Family and Medical Leave Act, as amended (FMLA), harassment or retaliation for protected activity; (ii) for compensation, commission payments, bonus payments and/or benefits including but not limited to claims under the Fair Labor Standards Act of 1938 (FLSA), as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Family and Medical Leave Act, as amended (FMLA), and similar federal, state, and local laws, or the applicable laws of any foreign country; (iii) under federal, state or local law, or the applicable laws of any foreign country, of any nature whatsoever, including but not limited to constitutional, statutory; and common law; (iv) under the Employment Agreement, and (v) for attorneys’ fees. Executive specifically waives his right to bring or participate in any class or collective action against the Company. Provided, however, that this release does not apply to claims by Executive: (aa) for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (bb) for vested pension or retirement benefits including under the Company’s 401(k) plan; (cc) to continuation coverage under COBRA, or equivalent applicable law; (dd) to rights arising out of his ownership of stock or options in the Company or its affiliates; (ee) to rights that cannot lawfully be released by a private settlement agreement; or (ff) to enforce, or for a breach of, the Separation Agreement occurring after execution of this Second supplemental General Release Agreement (the “Reserved Claims”). For the purpose of implementing a full and complete release and discharge, Executive expressly acknowledges that this Second Supplemental General Release Agreement is intended to include in its effect, without limitation, all claims which he does not know or suspect to exist in his favor at the time of execution hereof, and that this Second Supplemental General Release Agreement contemplated the extinguishment of any such claim or claims.

2. COVENANT NOT TO SUE . In consideration of the benefits conferred by the Separation Agreement, Executive will not sue Releasees any matters relating to his employment arising before the execution of the Second Supplemental General Release Agreement (other than with respect to the Reserved Claims), including but not limited to claims under the ADEA, or join as a party with others who may sue Releasees on any such claims; provided, however, this paragraph will not bar a challenge under the OWBPA to the enforceability of the waiver and release of ADEA claims set forth in this Second Supplemental General Release Agreement, the Reserved Claims, or where otherwise prohibited by If Executive does not abide by this paragraph, then (i) he will return all monies received under the Separation Agreement and indemnify Releasees for all expenses incurred in defending the action, and (ii) Releasees will be relieved of their obligations under the Separation Agreement.

3. RIGHT TO REVIEW . The Company delivered to Executive via email this Second Supplemental General Release Agreement, containing the release language set forth in Sections 1 and 2, or around May 28, 2015 (the “Notification Date”) and informs him hereby that it desires that he have adequate time and opportunity to review and understand the consequences of entering into it. Accordingly, the Company advises Executive as follows:

Executive should consult with his attorney prior to executing the Second Supplemental General Release Agreement; and

Executive has more than 21 days from the Notification Date within which to consider whether to execute the Second Supplemental General Release Agreement.

Executive must return an executed copy of the Second Supplemental General Release Agreement to the Company within 5 days following the date on which the FDA has approved YOSPRALA™ . but not before such approval . The executed Second Supplemental General Release Agreement should be returned to: Kenneth B. Lee, Chair of the Compensation Committee, POZEN Inc., and delivered to Hatteras Venture Partners, 280 S. Mangum, Suite 35, Durham, NC 27701.

4. REVOCATION . Executive may revoke the Second Supplemental General Release Agreement during the seven (7) day period immediately following his execution of it. This Second Supplemental General Release Agreement will not become effective or enforceable until the revocation period has expired. To revoke this Supplemental General Release Agreement, a written notice of revocation must be delivered to : Kenneth B. Lee, Chair of the Compensation Committee, POZEN Inc., and delivered to Hatteras Venture Partners, 280 S. Mangum, Suite 35, Durham, NC 27701.

5. AGENCY CHARGES/INVESTIGATIONS . Nothing in this Second Supplemental General Release Agreement or in the Separation Agreement shall prohibit Executive from filing a charge or participating in an investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission or other governmental agency with jurisdiction concerning the terms, conditions and privileges of his employment; provided, however, that by signing this Second Supplemental General Release Agreement and the Separation Agreement, Executive waives his right to, and shall not seek or accept, any monetary or other relief of any nature whatsoever in connection with any such charges, investigations or proceedings.

6. DISCLAIMER OF LIABILITY . Nothing in this Second Supplemental General Release Agreement or in the Separation Agreement is to be construed as either an admission of liability or admission of wrongdoing on the part of either party, each of which denies any liabilities or wrongdoing on its part.

7. GOVERNING LAW . This Second Supplemental General Release Agreement shall be governed by the laws of North Carolina, without regard to its conflict of laws provisions and the applicable provisions of federal law, including, but not limited to, the ADEA and OWBPA.

8. ENTIRE AGREEMENT . Except for the Separation Agreement and as expressly provided herein and therein, this Second Supplemental General Release Agreement: (i) supersedes and cancels all other understandings and agreements, oral or written, with respect to Executive’s employment with the Company; (ii) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of the Separation Agreement; and (iii) constitutes the sole agreement between the parties with respect to this subject matter. Each party acknowledges that: (i) no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Second Supplemental General Release Agreement or in the Separation Agreement; and (ii) no agreement, statement or promise not contained in this Separation Agreement shall be valid. No change or modification of this Second Supplemental General Release Agreement or in the Separation Agreement shall be valid or binding upon the parties unless such change or modification is in writing and is signed by the parties.

9. SEVERABILITY . If any portion, provision, or part of this Second Supplemental General Release Agreement is held, determined, or adjudicated by any court of competent jurisdiction to be invalid, unenforceable, void, or voidable for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions, or parts of this Second Supplemental General Release Agreement, and such determination or adjudication shall not affect the validity or enforceability of such remaining portions, provisions, or parts.

10. COUNTERPARTS . This Second Supplemental General Release Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Any party hereto may execute this Second Supplemental General Release Agreement by signing any such counterpart.

11. WAIVER OF BREACH . A waiver of any breach of this Second Supplemental General Release Agreement, the First Supplemental General Release Agreement or of the Separation Agreement shall not constitute a waiver of any other provision of this Second Supplemental General Release Agreement, the First Supplemental General Release Agreement or of the Separation Agreement or any subsequent breach of such Agreements.

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IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS SECOND SUPPLEMENTAL GENERAL RELEASE AGREEMENT AS OF THE DAY AND YEAR WRITTEN BELOW.

	POZEN INC.

	By:

	Name:

	Title:

	Date:

	JOHN R. PLACHETKA

	By:

	Date:

This VOTING AGREEMENT (this “ Agreement ”), dated as of May 29, 2015, is made by and between Pozen Inc., a Delaware corporation (the “ Company ”), and John R. Plachetka (the “ Stockholder ”).

WHEREAS , the Company and the Stockholder have entered into a Separation Agreement dated as of even date herewith (as such agreement may be subsequently amended or modified, the “ Separation Agreement ”);

WHEREAS , in connection with the Potential Transaction (as defined in Section 1 below) that is being considered, the Stockholder will receive substantial benefit from the Potential Transaction if consummated;

WHEREAS , the Stockholder beneficially owns and has sole voting power with respect to the number of shares of common stock, $0.001 par value per share (the Common Stock ”), of the Company, and holds other rights to acquire beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) of the number of shares of Common Stock, indicated opposite the Stockholder’s name on Schedule 1 attached hereto (together with any New Shares (defined in Section 3 below), the “ Shares ”); and

WHEREAS , as an inducement and a condition to the willingness of the Company to enter into the Separation Agreement, and in consideration of the substantial expenses incurred and to be incurred by the Company in connection therewith, the Stockholder has agreed to enter into and perform this Agreement.

NOW, THEREFORE , in consideration of, and as a condition to, the Company entering into the Separation Agreement and proceeding with the transactions contemplated thereby, and in consideration of the expenses incurred and to be incurred by the Company in connection therewith, the Company and the Stockholder hereby agree as follows:

1. Agreement to Vote Shares . The Stockholder agrees that, prior to the Expiration Date (as defined in Section 2 below), at any meeting of the stockholders of the Company or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company, with respect to a possible merger, sale or other transfer, directly or indirectly and whether in one or a series of transactions, of all or a significant portion of the assets or securities of the Company or any extraordinary corporate transaction, regardless of the form or structure of such transaction, in each case if and to the extent adopted or approved by the Company’s Board of Directors and recommended to the Company’s stockholders for adoption or approval (the “ Potential Transaction ”), the Stockholder shall:

(a) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and

(b) from and after the date hereof until the Expiration Date, vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that such Stockholder shall be entitled to so vote: (i) in favor of adoption and approval of the Potential Transaction and all other transactions contemplated by the definitive agreements documenting the Potential Transaction (the “ Definitive Documentation ”) as to which stockholders of the Company are called upon to vote or consent in favor of any matter necessary for consummation of the Potential Transaction and the other transactions contemplated by the Definitive Documentation or as otherwise; (ii) against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Affiliates (as defined in Rule 12b-2 under the Exchange Act) under the Definitive Documentation or that would reasonably be expected to result in any of the conditions to the Company’s or any of its Affiliates’ obligations under the Definitive Documentation not being fulfilled; and (iii) against any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Potential Transaction and all other transactions contemplated by the Definitive Documentation (an “ Alternative Proposal ”). The Stockholder shall not take or commit or agree to take any action inconsistent with the foregoing.

2. Expiration Date; Termination . As used in this Agreement, the term “ Expiration Date ” shall mean the earliest to occur of (a) May 29, 2018 or such shorter time required by law, (b) the completion of the Potential Transaction, or (c) upon mutual written agreement of the parties to terminate this Agreement. Upon termination or expiration of this Agreement (including upon the Expiration Date), no party shall have any further obligations or liabilities under this Agreement; provided , however , such termination or expiration shall not relieve any party from liabilities or damages arising out of the willful and material breach by such party of any of its representations, warranties, covenants or other agreements contained in this Agreement.

3. Additional Purchases . The Stockholder agrees that any shares of capital stock of the Company that the Stockholder purchases or with respect to which the Stockholder otherwise acquires beneficial ownership after the execution of this Agreement and prior to the Expiration Date (“ New Shares ”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares as of the date hereof, and the representation and warranties in Section 5 below shall be true and correct as of the date that beneficial ownership of such New Shares is acquired. The Stockholder agrees to promptly notify the Company in writing of the nature and amount of any New Shares.

4. Agreement to Retain Shares . From and after the date hereof until the Expiration Date, the Stockholder agrees not to, directly or indirectly: (i) sell, assign, transfer, tender or otherwise dispose of (including, without limitation, by the creation of a Lien (as defined in Section 5(c) below)) (collectively, “ Transfer ”) any Shares, if such Transfer of Shares would result in the transferee thereof owning, directly or indirectly, five percent (5%) or more of the Company’s issued and outstanding shares of Common Stock as of the date that such Transfer is consummated; provided , however , that the restrictions set forth in this Section 4(i) shall be inapplicable: (x) to Transfers of Shares consummated through any national securities brokers so long as the Stockholder is not aware of who the transferee of such Shares is; and (y) if the transferee of such Shares is the private equity firm, or its affiliates, separately agreed by the parties, or (ii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder’s obligations under this Agreement. Notwithstanding the foregoing, the Stockholder may make Transfers with the written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).

5. Representations and Warranties of the Stockholder . The Stockholder hereby represents and warrants to the Company as follows:

(a) the Stockholder has the full power and authority to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder;

(b) this Agreement has been duly executed and delivered by or on behalf of the Stockholder and (assuming this Agreement constitutes a valid and binding agreement of the Company) constitutes a valid and binding agreement with respect to the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally;

(c) the Stockholder beneficially owns the number of Shares indicated opposite such Stockholder’s name on Schedule 1 , free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“ Liens ”), and has sole or otherwise unrestricted, voting power with respect to such Shares, and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement;

(d) the execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of his obligations hereunder and the compliance by the Stockholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Stockholder is a party or by which the Stockholder is bound, or any law, statute, rule or regulation to which the Stockholder is subject

(e) the execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by the Stockholder, except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Stockholder of his obligations under this Agreement in any material respect; and

(f) except for the Consent of Spouse attached hereto as Exhibit A, no consent of the Stockholder’s spouse is necessary under any “community property” or other laws in order for the Stockholder to enter into and perform its obligations under this Agreement.

6. Irrevocable Proxy . By execution and delivery of this Agreement, the Stockholder does hereby appoint the Company, acting through a duly designated officer, with full power of substitution and resubstitution, as the Stockholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of the Stockholder’s rights with respect to the Shares, to vote each of the Shares solely with respect to the matters set forth in Section 1 hereof. The Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, at which time this irrevocable proxy shall automatically terminate. The Stockholder hereby revokes any proxies previously granted by the Stockholder with respect to the Shares, and represents to the Company that none of such previously-granted proxies are irrevocable.

7. No Solicitation . From and after the date hereof until the Expiration Date, Stockholder shall not, nor shall he permit any of his Affiliates to, (a) solicit, initiate or knowingly encourage (including by way of furnishing non-public information or other assistance), or take other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be likely to lead to, any Alternative Proposal, (b) participate in any discussions or negotiations regarding, or that may reasonably be likely to lead to, any Alternative Proposal, (c) enter into any agreement with respect to an Alternative Proposal, (d) solicit proxies, become a “participant” in a “solicitation” or take any action to facilitate a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to any Alternative Proposal, (e) initiate a stockholders’ vote or action by consent of the Company’s stockholders with respect to any Alternative Proposal, or (f) except by reason of this Agreement become a member of a “group” (as such term is used in Rule 13d-5(b)(1) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of any Alternative Proposal.

8. Waiver of Appraisal Rights . The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the Delaware General Corporation Law in connection with the Potential Transaction.

9. Specific Enforcement . The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such damages. It is accordingly agreed that the parties hereto shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court in any competent jurisdiction, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived.

10. Further Assurances . The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.

11. Notice . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the Company at its address set forth on the signature page hereto and to the Stockholder at his address set forth on the signature page hereto (or at such other address for a party as shall be specified by like notice).

12. Severability . If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

13. Binding Effect and Assignment . All of the covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the respective parties and their permitted successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be. This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto.

14. No Waivers . No waiver of any provisions hereof by any of the parties hereto shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

15. Governing Law; Jurisdiction and Venue . This Agreement shall be governed by, and construed in accordance with, the laws of the State of North Carolina without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of North Carolina and of the United States of America located in such state (the “ North Carolina Courts ”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the North Carolina Courts and agree not to plead or claim in any North Carolina Court that such litigation brought therein has been brought in any inconvenient forum.

16. Waiver of Jury Trial . The parties hereto hereby waive any right to trial by jury with respect to any action or proceeding related to or arising out of this Agreement, any document executed in connection herewith and the matters contemplated hereby and thereby.

17. Entire Agreement; Amendment . This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each party hereto.

18. Effect of Headings . The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

19. Counterparts . This Agreement may be executed in one or more counterparts (including by facsimile or other electronic transmission), each of which will be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart signature page is as effective as executing and delivering this Agreement in the presence of the other party to this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTED as of the date first above written.

/s/ John R. Plachetka

/s/ Kenneth B. Lee, Jr.

Lead Independent Director

1414 Raleigh Rd, Suite 400

Chapel Hill, NC 27517

[Signature Page to Voting Agreement]

All shares and rights to shares directly or indirectly owned by either Stockholder or Stockholder’s spouse including but not limited to any listed below or attached hereto.

I, Clare A. Plachetka, spouse of John R. Plachetka, acknowledge that I have read the Voting Agreement, dated as of even date herewith, by and between Pozen Inc. (the “ Company ”), to which this Consent is attached as Exhibit A (as such agreement may be subsequently amended or modified, the “ Agreement’ ), and that I understand the contents of the Agreement. I am aware that my spouse is a party to the Agreement and the Agreement contains provisions regarding the voting and transfer of Shares (as defined in the Agreement) of the Company which my spouse owns, including any interest I might have therein.

I hereby agree that I and any interest, including any community property interest, that I may have in any Shares subject to the Agreement shall be irrevocably bound by the Agreement, including any restrictions on the transfer or other disposition of any Shares or voting or other obligations as set forth in the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to the exercise of any rights and obligations under the Agreement. This Consent shall be binding on my executors, administrators, heirs and assigns. I agree to execute and deliver such documents as may be necessary to carry out the intent of the Agreement and this Consent.

I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right. I am under no disability or impairment that affects my decision to sign this Consent and I knowingly and voluntarily intend to be legally bound by this Consent.

Dated as of May 29, 2015.

/s/ Clare A. Plachetka

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“ Agreement ”) is made as of May 31, 2015, by and between POZEN Inc. (together with its successors and assigns, “ POZEN ” or the “ Company ”), and Adrian Adams (“ Executive ”).

R E C I T A L S

WHEREAS, the Company desires to employ Executive and Executive desires to be employed by the Company as the Company’s Chief Executive Officer.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

A G R E E M E N T

1. Employment and Term . The Company hereby agrees to employ Executive and Executive hereby accepts employment by the Company on the terms and conditions hereinafter set forth. Executive’s term of employment by the Company under this Agreement (the “ Term ”) shall commence on May 31, 2015 (the “ Effective Date ”) and continue through the three-year anniversary of the Effective Date; provided , however , that the Term shall thereafter be automatically extended for unlimited additional one-year periods unless, at least ninety (90) days prior to the then-scheduled date of expiration of the Term, either (x) the Company gives notice to Executive that it is electing not to so extend the Term; or (y) Executive gives notice to the Company that he is electing not to so extend the Term. Notwithstanding the foregoing, the Term may be earlier terminated in strict accordance with the provisions of Section 5 below, in which event Executive’s employment with the Company shall expire in accordance therewith.

2. Position, Duties and Responsibilities; Location .

2.1 Position and Duties . Executive shall be employed as the Chief Executive Officer of the Company and shall serve as a member of the Company’s Board of Directors (the “ Board ”). Executive shall have, subject to the general direction of the Board, general overall authority and responsibility for the day-to-day management of the affairs and business of the Company and its subsidiaries, if any, and primary responsibility for the formulation, implementation and execution of strategic policies relating to POZEN’s business operations, financial objectives and market growth. Executive shall also have such other duties, powers and authority as are commensurate with his position as Chief Executive Officer, including such other duties and responsibilities as are reasonably delegated to him from time to time by the Board. Executive shall report only to the Board and all employees of the Company shall report to Executive or his delegee.

2.2 Exclusive Services and Efforts . Executive agrees to devote his efforts, energies, and skill to the discharge of the duties and responsibilities attributable to his position and, except as set forth herein, agrees to devote substantially all of his professional time and attention exclusively to the business and affairs of the Company. Notwithstanding the foregoing, Executive shall be entitled to engage in (a) service on the board of directors of any company, business or trade organization on which he serves as of the Effective Date and on the board of directors of one additional company, business or trade organization; (b) with the consent of the Board (which consent shall not be unreasonably withheld) service on the board of directors of additional for-profit companies, businesses or trade organizations, provided , that , Executive shall provide the Company prior written notice of his intention to join any such board and provided further that he shall not serve on the board of any entity that directly and materially competes with the Company; (c) service on the board of directors of not-for-profit organizations; (d) other charitable activities and community affairs; and (e) management of his personal and family investments and affairs, in each case to the extent such activities do not either individually or in the aggregate, materially interfere with the performance of his duties and responsibilities to the Company.

3. Compensation .

3.1 Base Salary . During the Term, the Company hereby agrees to pay to Executive an annualized base salary of Seven Hundred Thousand Dollars ($700,000) (the “ Salary ”), subject to all applicable Federal, state and local income and employment taxes and other required or elected withholdings and deductions, payable in equal installments on the Company’s regularly-scheduled paydays as it is earned. Executive’s Salary will be reviewed at least annually by the Compensation Committee of the Board (the “ Compensation Committee ”) and may be adjusted upward (in which case such increased amount shall be the “Salary” hereunder) or remain the same (but in no event shall the Salary be reduced).

3.2 Annual Cash Bonus . For each calendar year that ends during the Term, Executive shall be entitled to receive an annual cash incentive award (the “ Annual Cash Bonus ”). Executive’s target Annual Cash Bonus shall be one hundred percent (100%) of Executive’s Salary. For each such year, the Compensation Committee shall award the Annual Cash Bonus based on an evaluation of performance and peer company compensation practices, taking into account Company and individual performance objectives. The Compensation Committee may award an Annual Cash Bonus in excess of the target amount, and may grant a special bonus at any time. The Annual Cash Bonus shall be paid in the calendar year following the year in which the services were performed, as soon as reasonably practicable following the Board’s approval thereof. In no event shall Executive’s Annual Cash Bonus payable in 2016 with respect to 2015 be less than Seven Hundred Thousand Dollars ($700,000) pro-rated for the portion of 2015 during which Executive was employed.

3.3 Annual Equity Award . Executive will be eligible for annual grants of long-term incentive and equity compensation awards at the Company’s good faith discretion, based upon the Compensation Committee’s evaluation of his performance and peer company compensation practices (the “ Annual Equity Grant ”). Executive’s target Annual Equity Grant shall be consistent with Chief Executive Officers of the Company’s peer companies; provided , however , that the target Annual Equity Grant shall not be less than two hundred twenty-five percent (225%) of Executive’s Salary. Fifty percent (50%) of each Annual Equity Grant shall vest on an annual basis ratably over four (4) years and fifty percent (50%) of each Annual Equity Grant shall vest based on performance criteria determined by mutual agreement between Executive and the Compensation Committee.

3.4 Sign-On Award . The Company shall grant to Executive equity compensation awards in the form of restricted stock units equal to five and four tenths percent (5.4%) of the Company’s outstanding equity on a fully diluted basis (the “ Sign-On Award ”). The Sign-On Award shall be granted as soon as practicable following the Effective Date. Subject to the terms of this Agreement and the award agreement(s) into which Executive and the Company shall enter evidencing the grant of the Sign-On Award, the Sign-On Award shall become vested and non-forfeitable over a period of four (4) years from the Effective Date, with twenty-five percent (25%) of the applicable award vesting on the first anniversary of the Effective Date, and twenty-five percent (25%) vesting on each anniversary thereafter.

Notwithstanding anything herein to the contrary, seventy-five percent (75%) of the Sign-On Award (whether vested or unvested) shall be forfeited if the Company is sold either by merger or stock purchase, or if substantially all of the assets of the Company are sold, to a Person or group of Persons who has made an offer to the Board prior to June 1, 2015 and such transaction is concluded within six (6) months from the Effective Date.

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3.5 Registration of Common Stock . The Company shall register a sufficient number of shares of Common Stock on a Form S-8 to satisfy its obligations under this Agreement as soon as practicable following the execution of this Agreement and in any event prior to the issuing of the Sign-On Award. The Company shall also accompany the Form S-8s with reoffer prospectuses and shall use reasonable best efforts to maintain the effectiveness of the Form S-8s and reoffer prospectuses. The Company shall issue the shares pursuant to the NASDAQ inducement grant exception and shall comply with the terms thereof.

4. Employee Benefits .

4.1 Participation in Benefit Plans . During the Term, Executive shall be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company (which shall include customary health, life insurance and disability plans), such participation in each case to be on terms and conditions no less favorable to Executive than to other senior executives of the Company generally.

4.2 Fringe Benefits, Perquisites and Vacations . During his employment by the Company, Executive shall be entitled to participate in all fringe benefits and perquisites made available to other senior executives of the Company, such participation to be at levels, and on terms and conditions, that are commensurate with his position and responsibilities at the Company and that are no less favorable than those applying to other senior executives of the Company. In addition, Executive shall be entitled to twenty-five (25) days paid vacation per calendar year (which, if not used, may be carried over from year to year).

4.3 Reimbursement of Expenses . The Company shall reimburse Executive for all reasonable business and travel expenses (including first class airplane travel) incurred in the performance of his job duties and the promotion of the Company’s business, promptly upon presentation of appropriate supporting documentation and otherwise in accordance with the expense reimbursement policy of the Company.

4.4 Attorneys’ Fees . The Company shall pay promptly upon presentation of appropriate supporting documentation, for all reasonable attorneys’ fees (not to exceed One Hundred Thousand Dollars ($100,000)) incurred by Executive in connection with the negotiation and execution of this Agreement and, to the extent taxable, an additional amount such that Executive has no after tax cost for such fees and the additional payment.

5. Termination .

5.1 General . The Company may terminate Executive’s employment for any reason or no reason, and Executive may terminate his employment for any reason or no reason, in either case subject only to the terms of this Agreement. In the event of the termination of Executive’s employment hereunder for any reason, he shall promptly resign from the Board, any other board or committee, and any other position he then holds that is affiliated with the Company or that he was holding at the Company’s request. For purposes of this Agreement, the following terms have the following meanings:

(a) “ Accrued Obligations ” shall mean: (i) Executive’s earned but unpaid Salary through the Termination Date; (ii) payment of any annual, long-term, or other incentive award earned in respect to any period ending on or before the Termination Date, or payable (but not yet paid) on or before the Termination Date; (iii) a lump-sum payment in respect of accrued but unused vacation days at Executive’s per-business-day Salary rate in effect as of the Termination Date; and (iv) any unpaid expense or other reimbursements due pursuant to Section 4.3 hereof or otherwise.

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(b) “ Cause ” shall mean (i) Executive is convicted of, or pleads guilty or nolo contendere to, a felony or a crime involving moral turpitude; (ii) in carrying out his duties hereunder, Executive engages in conduct that constitutes willful gross misconduct, or willful gross neglect and that, in either case, results in material economic or reputational harm to the Company, which misconduct Executive fails to cure within thirty (30) days following Executive’s receipt of written notice from the Board of such misconduct; or (iii) Executive refuses to perform, or repeatedly fails to undertake good faith efforts to perform, the duties or responsibilities reasonably assigned to him (consistent with Section 2 ) by the Board, which non-performance has continued for thirty (30) days following Executive’s receipt of written notice from the Board of such non-performance.

(c) “ Change in Control ” shall mean the first to occur of any of the following, provided that for any distribution that is subject to Section 409A (as defined in Section 9.2 ), a Change in Control under this Agreement shall be deemed to occur only if such event also satisfies the requirements under Treas. Regs. Section 1.409A-(i)(5):

(i) any Person or group of Persons becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities (a “ Majority of the Securities ”);

(ii) (A) the stockholders of the Company approve a plan of complete liquidation of the Company; (B) the sale or disposition of all or substantially all of the Company’s assets; or (C) a merger, consolidation or reorganization of the Company with or involving any other entity, other than a merger, consolidation or reorganization that would result in the voting securities of POZEN outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a Majority of the Securities of POZEN (or such surviving entity) outstanding immediately after such merger, consolidation or reorganization owned in approximately the same proportion of such ownership by each of the prior shareholders as prior to the transaction; or

(iii) the date a majority of the members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election are not endorsed by a majority of the members of the Board before the date of the appointment or election.

(d) “ Disability ” shall mean that Executive has been unable, with or without reasonable accommodation and due to physical or mental incapacity, to substantially perform his duties and responsibilities hereunder for one hundred eighty (180) consecutive days.

(e) “ Good Reason ” shall mean the occurrence of any of the following events without Executive’s express prior written consent: (i) a change in Executive’s authority, duties, responsibilities or reporting lines; (ii) the Company ceases to have any class of common equity securities required to be registered under Section 12 of the Securities Exchange Act of 1934; (iii) a reduction in Executive’s base salary; (iv) any relocation of Executive’s principal office, or principal place of employment, to a location that is more than fifty (50) miles from Philadelphia, Pennsylvania or such other corporate headquarters as is approved by Executive; (v) any other action or inaction that constitutes a material breach of this Agreement by the Company; (vi) failure by the Company to appoint Executive to, or removal from, the Board; or (vii) the Company fails to extend the Term of this Agreement in accordance with Section 1 .

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A termination of employment by Executive for Good Reason shall be effectuated by giving the Company written notice (“ Notice of Termination for Good Reason ”), not later than thirty (30) days following the occurrence of the circumstance that constitutes Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason. The Company shall be entitled, during the ten (10) day period following receipt of a Notice of Termination for Good Reason, to cure the circumstances that gave rise to Good Reason, provided that the Company shall be entitled to waive its right to cure or reduce the cure period by delivery of written notice to that effect to Executive (such ten (10) day or shorter period, the “ Cure Period ”). If, during the Cure Period, such circumstance is remedied, Executive will not be permitted to terminate employment for Good Reason as a result of such circumstance. If, at the end of the Cure Period, the circumstance that constitutes Good Reason has not been remedied, Executive will be entitled to terminate employment for Good Reason during the ten (10) day period that follows the end of the Cure Period. If Executive does not terminate employment during such ten (10) day period, Executive will not be permitted to terminate employment for Good Reason as a result of such event.

(f) “ Termination Date ” shall mean the date on which Executive’s employment hereunder terminates in accordance with this Agreement (which, in the case of a notice of non-renewal of the Term in accordance with Section 1 hereof, shall mean the date on which the Term expires).

5.2 Termination by the Company Without Cause or by Executive With Good Reason . In the event that Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Term shall expire on the Termination Date and Executive shall be entitled to:

(a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times Executive’s Salary as in effect immediately prior to the Termination Date;

(b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to two (2) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year; provided , however , that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid;

(c) continued medical (health, dental, and vision) and life insurance benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period of twenty-four (24) months following the Termination Date; provided , however , if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment;

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(d) acceleration of the vesting of all equity and equity-based awards that would otherwise vest during the twenty-four (24) month period following the Termination Date; and

(e) the Accrued Obligations.

5.3 Death and Disability . Executive’s employment shall terminate in the event of his death, and either Executive or the Company may terminate Executive’s employment in the event of his Disability ( provided that no termination of Executive’s employment hereunder for Disability shall be effective unless the party terminating Executive’s employment first gives at least fifteen (15) days’ written notice of such termination to the other party). In the event that Executive’s employment hereunder is terminated due to his death or Disability, the Term shall expire on the Termination Date and he and/or his estate or beneficiaries (as the case may be) shall be entitled to the benefits described in Section 5.2 .

5.4 Termination by the Company For Cause or by Executive Without Good Reason . In the event that Executive’s employment hereunder is terminated by Executive without Good Reason or by the Company for Cause, the Term shall expire as of the Termination Date and Executive shall be entitled to the Accrued Obligations.

5.5 Due to Change in Control . In the event that within twelve (12) months following a Change in Control Executive terminates his employment hereunder with Good Reason or the Company terminates Executive’s employment hereunder without Cause, then, in lieu of the payments otherwise due to Executive under Section 5.2 above, the Term shall expire on the Termination Date and Executive shall be entitled to (subject to the last paragraph of this Section 5.5 ):

(a) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to three (3) times Executive’s Salary as in effect immediately prior to the Termination Date;

(b) a single sum cash amount, payable on the sixtieth (60th) day following his Termination Date, in an amount equal to three (3) times the greater of (i) the average Annual Cash Bonus that Executive received for each of the two (2) preceding calendar years; and (ii) the Annual Cash Bonus that Executive received during the preceding calendar year provided , however , that if Executive is not employed for a sufficient time to have received an Annual Cash Bonus, such calculation will assume that a target Annual Cash Bonus was paid;

(c) continued medical (health, dental, and vision) and life insurance benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period thirty-six (36) months following the Termination Date; provided , however , if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment;

(d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards; and

(e) the Accrued Obligations.

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Notwithstanding the foregoing, in the event Executive is terminated in anticipation of a Change in Control or terminates for Good Reason as a result of a Company action in anticipation of a Change in Control then (i) if a Change in Control actually occurs within six (6)-months thereafter, Executive shall continue to receive the amount due under Section 5.2 and granted therein and any additional amounts above such amount due in accordance with this Section 5.5 shall be payable upon the later of the Change in Control and on the sixtieth (60th) day after the termination of employment (subject to the six-month delay provided under Section 8.2 , as applicable); and (ii) any outstanding equity or equity-based awards that are not otherwise vested (or will not otherwise vest) in accordance with Section 5.2 of this Agreement shall not terminate before the six-month anniversary of Executive’s termination of employment and, if a Change in Control actually occurs before such date, shall become fully vested and exercisable, as applicable in accordance with Section 5.6(c) .

5.6 Release . Executive’s entitlement to the payments described in this Section 5 is expressly contingent upon Executive first providing the Company with a signed mutual release in substantially the form attached hereto as Exhibit A (the “ Release ”). In order to be effective, such Release must be (a) delivered by Executive to the Company no later than forty-five (45) days following the Termination Date; and (b) counter-signed and returned by the Company to Executive within ten (10) days following the Company’s receipt thereof; provided , however , that if Executive delivers the Release to the Company on a timely bases and the Company does not return a counter-signed Release during the applicable time period allowed, such Release of Executive shall be null and void and the payments hereunder shall cease to be contingent on the Release and this Section 5.6 .

6. Section 280G .

6.1 If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“ Transaction Payment ”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “ Code ”); and (b) the net after-tax benefit that Executive would receive by reducing the Transaction Payments to three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “ Parachute Threshold ”) is greater than the net after-tax benefit Executive would receive if the full amount of the Transaction Payments were paid to Executive, then the Transaction Payments payable to Executive shall be reduced (but not below zero) so that the Transaction Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Transaction Payments under Sections 5.5(a) and (b) hereof.

6.2 Unless Executive and the Company otherwise agree in writing, any determination required under this section shall be made in writing by the Company’s independent public accountants (the “ Accountants ”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. Subject to Section 8.4 of this Agreement, for purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Company or Executive at least thirty (30) days prior to the date the excise tax imposed by Section 4999 of the Code (including any interest, penalties or additions to tax relating thereto) is required to be paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

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7. Section 4985 .

7.1 If any “specified stock compensation” (within the meaning of Section 4985(e) of the Code) payable or paid by the Company (or any member of its “expanded affiliated group” as defined in Section 4985(e)(4) of the Code) pursuant to this Agreement or otherwise to or for the benefit of Executive or a member of such individual’s family (within the meaning of Section 4985(a) of the Code) becomes subject to the excise tax imposed by Section 4985 of the Code (including any interest, penalties or additions to tax relating thereto) (the “ 4985 Excise Tax ”), then the Company shall pay to Executive, no later than ten (10) days prior to the date the 4985 Excise Tax is required to be paid by Executive or withheld by the Company, an additional amount (the “ 4985 Gross-up Payment ”) equal to the sum of (a) the 4985 Excise Tax payable by Executive; plus (b) the amount necessary to put Executive in the same net after-tax position (taking into account any and all applicable Federal, state, local and foreign income, employment, excise and other taxes (including the 4985 Excise Tax and any income and employment taxes imposed on the 4985 Gross-up Payment pursuant to Section 4985(f)(2) or any other provision of the law)) that Executive would have been in if Executive had not incurred any liability for taxes under Section 4985 of the Code.

7.2 Unless Executive and the Company otherwise agree in writing, any determination required under this section shall be made in writing by the Accountants, whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 4985 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Company or Executive at least thirty (30) days prior to the date the 4985 Excise Tax is required to by paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Section 4985 of the Code.

7.3 In the event that it is subsequently claimed by the Internal Revenue Service or other agency that the 4985 Excise Tax required to be paid by the Executive is greater than the amount previously determined by the Accountants hereunder, the Company shall promptly pay to the Executive such additional 4985 Gross-up Payment relating to such increased 4985 Excise Tax (including, for the avoidance, of doubt, any additional interest, penalties or additions thereto).

8. Indemnification .

8.1 If Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding by reason of the fact that Executive is or was a director, officer, shareholder, employee, agent, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder as a director, officer, shareholder, employee, agent, trustee, consultant or representative of another Person, or if any Claim is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to Executive’s service in any of the foregoing capacities, then Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by any plan, program, agreement, corporate governance document or arrangement of the Company or any of its Affiliates, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, advancement and payment of attorneys’ and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, Employee Retirement Income Security Act of 1974, as amended, excise taxes or penalties and amounts paid or to be paid in settlement, with such legal fees advanced to the maximum extent permitted by law) incurred or suffered by him in connection therewith or in connection with seeking to enforce his rights under this Section 8.1 , and such indemnification shall continue even if Executive has ceased to be a director, officer, shareholder, employee, agent, trustee, consultant or representative of the Company or other Person and shall inure to the benefit of his heirs, executors and administrators.

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8.2 A directors’ and officers’ liability insurance policy (or policies) shall be kept in place, during the Term and thereafter until the sixth (6th) anniversary of the Termination Date, providing coverage to Executive that is no less favorable to him in any respect than the coverage then being provided to any other current or former director or officer of the Company.

8.3 For purposes of this Agreement, the following terms shall have the following meanings: “ Affiliate ” of a Person shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; “ Claim ” shall mean any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information; “ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan, or other person or entity; and “ Proceeding ” shall mean any threatened or actual action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal, informal or other.

8.4 The Company hereby agrees that, for purposes of determining whether any Transaction Payment would be subject to the excise tax under Section 4999 of the Code, the non-compete set forth in Exhibit B shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountant’s attribution of a value to the non-compete set forth in Exhibit B that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for 2015 (as reported in the 2016 annual report or proxy statement), to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Executive would have been subject to had the Company or Accountant attributed a value to the non-compete set forth in Exhibit B that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for 2015.

9. Other Tax Matters .

9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

9.2 Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code (“ Section 409A ”) or shall comply with the requirements of such provision. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, any payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six (6) months after Executive’s “separation from service” (as such term is defined in Section 409A and the regulations and other published guidance thereunder) for any reason other than death; and (b) the date of Executive’s death.

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9.3 The Company acknowledges and agrees that if any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) made or provided to Executive or for Executive’s benefit in connection with this Agreement, or Executive’s employment with the Company or the termination thereof (the “ Payments ”) are determined to be subject to the additional taxes, interest or penalties imposed by Section 409A, or any interest or penalties with respect to such additional taxes, interest or penalties (such additional taxes, together with any such interest and penalties, are referred to collectively as the “ 409A Tax ”), then Executive will be entitled to receive an additional payment (an “ 409A Gross-up Payment ”) from the Company such that the net amount Executive retains after paying any applicable 409A Tax and any federal, state or local income or FICA taxes on such 409A Gross-up Payment, shall be equal to the amount Executive would have received if the 409A Tax were not applicable to the Payments. All determinations of the 409A Tax and 409A Gross-up Payment, if any, will be made by tax counsel or other tax advisers designated by Executive and approved by the Company, which approval won’t be unreasonably withheld or delayed. For purposes of determining the amount of the 409A Gross-up Payment, if any, Executive will be deemed to pay federal income tax at the actual marginal rate of federal income taxation in the calendar year in which the total Payments are made and state and local income taxes at the actual marginal rate of taxation in the state and locality of Executive’s residence on the date the total Payments are made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. The Company and Executive shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for 409A Tax with respect to the total Payments. The 409A Gross-up Payments provided to Executive shall be made no later than the tenth (10th) business day following the last date the Payments are made but in all events within the time period specified in Section 9.6 also. In the event that it is subsequently claimed by the Internal Revenue Service or other agency that the 409A Tax required to be paid by the Executive is greater than the amount previously determined by the Accountants hereunder, the Company shall promptly pay to the Executive such additional 409A Gross-up Payment relating to such increased 409 Tax (including, for the avoidance, of doubt, any additional interest, penalties or additions thereto).

9.4 After any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” within the meaning of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company.

9.5 Any amounts otherwise payable to Executive following a termination of employment that are not so paid by reason of this Section 9 shall be paid as soon as practicable following, and in any event within thirty (30) days following, the date that is six (6) months after Executive’s separation from service (or, if earlier, the date of Executive’s death) together with interest on the delayed payment at the Company’s cost of borrowing. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A.

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9.6 To the extent that any reimbursements pursuant to Section 4 or otherwise are taxable to Executive, any reimbursement payment due to Executive pursuant to such Section shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4 or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in one taxable year shall not affect the amount of such reimbursements that Executive receives in any other taxable year. Any tax gross-up shall be made no later than the end of the calendar year next following the calendar year in which Executive remits the related tax.

10. Confidentiality, Invention Assignment and Non-Competition Agreement . Executive agrees to be bound by the terms of the Employee Confidentiality, Invention Assignment and Non-Compete Agreement, a copy of which is attached hereto as Exhibit B and incorporated herein by reference (the “ Non-Compete Agreement ”). Except as expressly set forth in this Agreement and the Non-Compete Agreement, Executive shall be subject to no contractual or similar restrictions on his right to terminate his employment hereunder or on his activities after the Termination Date.

11. Non-Disparagement . During and after the Term, Executive and the Company agree not to make any statement that criticizes, ridicules, disparages, or is otherwise derogatory of the other; provided , however , that nothing in this Agreement shall restrict either party from making truthful statements (a) when required by law, subpoena, court order or the like; (b) when requested by a governmental, regulatory, or similar body or entity; (c) in confidence to a professional advisor for the purpose of securing professional advice; (d) in the course of performing his duties during the Term; (e) from rebutting any statement made or written about them; or (f) from making normal competitive statements about the Company’s business or products. This provision shall not apply after three (3) years from the date of termination of Executives employment with the Company.

12. Notices . Except as otherwise specifically provided herein, any notice, consent, demand or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given when delivered personally, when transmitted by facsimile transmission, one (1) day after being deposited with Federal Express or other nationally recognized overnight delivery service or three (3) days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office, and, if to Executive, at his address set forth following his signature below. Either party may change such address from time to time by notice to the other.

13. Governing Law . This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina, exclusive of any choice of law rules.

14. Arbitration; Legal Fees .

(a) Any dispute or controversy arising under or in connection with this Agreement (except with respect to injunctive relief under Section 10 ) shall be settled exclusively by arbitration in North Carolina, in accordance with the rules of the American Arbitration Association for employment disputes as then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

(b) In the event of any material contest or dispute relating to this Agreement or the termination of Executive’s employment hereunder, each of the parties shall bear its own costs and expenses, except that the Company agrees to promptly reimburse Executive for his costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Executive in connection with such contest or dispute in the event Executive prevails, as determined by the arbitrator if in arbitration, by the court if pursuant to Section 9 , or as a separate arbitration if otherwise. The amount shall be paid within thirty (30) days of the award of the arbitration or court, which shall also specify the amount due.

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15. Amendments; Waivers . This Agreement may not be modified or amended or terminated except by an instrument in writing, signed by Executive and a duly-authorized officer of the Company (other than Executive). By an instrument in writing similarly executed, either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided , however , that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. To be effective, any written waiver must specifically refer to the condition(s) or provision(s) of this Agreement being waived.

16. Inconsistencies . In the event of any inconsistency between any provision of this Agreement and any provision of any Company arrangement, the provisions of this Agreement shall control, unless Executive and the Company otherwise agree in a writing that expressly refers to the provision of this Agreement that is being waived.

17. Assignment . Except as otherwise specifically provided herein, neither party shall assign or transfer this Agreement nor any rights hereunder without the consent of the other party, and any attempted or purported assignment without such consent shall be void; provided , however , that any assignment or transfer pursuant to a merger or consolidation, or the sale or liquidation of all or substantially all of the business and assets of the Company shall be valid, so long as the assignee or transferee (a) is the successor to all or substantially all of the business and assets of the Company; and (b) assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. Executive’s consent shall not be required for any such transaction. This Agreement shall otherwise bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, legatees, devisees, executors, administrators and legal representatives.

18. Voluntary Execution; Representations . Executive acknowledges that (a) he has consulted with or has had the opportunity to consult with independent counsel of his own choosing concerning this Agreement and has been advised to do so by the Company; and (b) he has read and understands this Agreement, is competent and of sound mind to execute this Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on his own judgment and without duress. Executive represents and covenants that his employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by him of any agreement to which he is a party or by which he may be bound and in connection with his employment with the Company he will not engage in any unauthorized use of any confidential or proprietary information he may have obtained in connection with his employment with any other employer. The Company represents and warrants that it is fully authorized, by any person or body whose authorization is required, to enter into this Agreement and to perform its obligations under it.

19. Headings . The headings of the Sections and sub-sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

20. Beneficiaries/References . Executive shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following Executive’s death by giving written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

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21. Survivorship . Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties shall survive any termination of Executive’s employment.

22. Severability . Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision or portion of any provision, in any other jurisdiction.

23. No Mitigation/No Offset . Executive shall be under no obligation to seek other employment or to otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts or benefits due to Executive under this Agreement or otherwise on account of any claim (other than any preexisting debts then due in accordance with their terms) the Company may have against him or any remuneration or other benefit earned or received by Executive after such termination.

24. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes.

25. Entire Agreement . This Agreement and the agreements described in the attached Exhibits contain the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties, regarding the subject matter of this Agreement.

[ Signature Page to Follow ]

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IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of the parties hereto as of the date first above written.

	POZEN INC.:

	By:	/s/ Kenneth B. Lee Jr.
	Name:	Kenneth B. Lee Jr.
	Title:	Chairman, Compensation Committee of the Board of Directors

	EXECUTIVE:
		/s/ Adrian Adams
	Name:	Adrian Adams

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Exhibit A

FORM OF GENERAL RELEASE OF ALL CLAIMS

THIS GENERAL RELEASE OF ALL CLAIMS (this “ General Release ”), dated as of [_______], is made by and between Adrian Adams (the “ Executive ”) and POZEN Inc. (the “ Company ”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated as of May 31, 2015 (the “ Employment Agreement ”);

WHEREAS, Executive’s employment with the Company has been terminated and Executive is entitled to receive severance and other benefits, as set forth in Section 5 of the Employment Agreement subject to the execution of this General Release;

WHEREAS, in consideration for Executive’s signing of this General Release, the Company will provide Executive with such severance and benefits pursuant to the Employment Agreement; and

WHEREAS, except as otherwise expressly set forth herein, the parties hereto intend that this General Release shall effect a full satisfaction and release of the obligations described herein owed to Executive by the Company and to the Company by Executive.

NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:

1. Executive, for himself, Executive’s spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other individuals and entities claiming through Executive, if any (collectively, the “ Executive Releasers ”), does hereby release, waive, and forever discharge the Company and each of its respective agents, subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns in their capacities as such (collectively, the “ Employer Releasees ”) from, and does fully waive any obligations of Employer Releasees to Executive Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Executive Releasers in consequence of, arising out of, or in any way relating to: (a) Executive’s employment with the Company; (b) the termination of Executive’s employment with the Company; (c) the Employment Agreement; or (d) any events occurring on or prior to the date of this General Release. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all waivable claims and any obligations or causes of action arising from such claims, under common law including wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under the Employment Agreement other than claims for unpaid severance benefits, bonus or Salary earned thereunder) and any action arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including the Age Discrimination in Employment Act (“ ADEA ”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, or the discrimination or employment laws of any state or municipality, and/or any claims under any express or implied contract which Executive Releasers may claim existed with Employer Releasees. This also includes a release of any claims for wrongful discharge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with the Company or any of its subsidiaries or affiliates or the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. Notwithstanding anything contained in this Section 1 above to the contrary, nothing contained in herein shall constitute a release by any Executive Releaser of any of his, her or its rights or remedies available to him, her or it, at law or in equity, related to, on account of, in connection with or in any way pertaining to the enforcement of: (i) any right to indemnification, advancement of legal fees or directors and officers liability insurance coverage existing under the constituent documents of the Company or applicable state corporate, limited liability company and partnership statutes or pursuant to any agreement, plan or arrangement; (ii) any rights to the receipt of employee benefits which vested on or prior to the date of this General Release; (iii) the right to receive severance and other benefits under the Employment Agreement; (iv) the right to continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act; (v) any rights of Executive under the Employment Agreement with respect to the gross-up protections set forth in Sections 5.2(c), 5.5(c), 7 and 9.3 of the Employment Agreement; (vi) amounts due upon a Change in Control occurring after a termination of employment that occurs in anticipation of a Change in Control as set forth in Section 5.5 of the Employment Agreement; (vii) any equity rights; or (viii) this General Release or any of its terms or conditions.

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2. Excluded from this General Release and waiver are any claims which cannot be waived by applicable law, including but not limited to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should any government agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against the Employer Releasees with any government agency or any court.

3. Executive agrees never to seek personal recovery from any Employer Releasee in any forum for any claim covered by the above waiver and release language, except that Executive may bring a claim under the ADEA to challenge this General Release. If Executive violates this General Release by suing an Employer Releasee (excluding any claim by Executive under the ADEA or as otherwise set forth in Section 1 hereof), then Executive shall be liable to the Employer Releasee so sued for such Employer Releasee’s reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Nothing in this General Release is intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived.

4. The Employer Releasees do hereby release, waive, and forever discharge Executive, Executive’s heirs, personal representatives and assigns, and any and all other persons or entities that are now or may become liable to any Employer Releasee due to Executive’s act or omission (all of whom are collectively referred to as “ Executive Releasees ”), from, and do fully waive any obligations of Executive Releasees to Employer Releasees for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, that the Employer Releasees, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this General Release.

5. Each party agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by any party of any improper or unlawful conduct.

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6. Each party acknowledges and recites that he or it has:

(a) executed this General Release knowingly and voluntarily;

(b) had a reasonable opportunity to consider this General Release;

(d) been advised and directed orally and in writing (and this subparagraph (d) constitutes such written direction) to seek legal counsel and any other advice such party wishes with respect to the terms of this General Release before executing it; and

(e) relied solely on such party’s own judgment, belief and knowledge, and such advice as such party may have received from such party’s legal counsel.

7. Section 14 of the Employment Agreement, which shall survive the expiration of the Employment Agreement for this purpose, shall apply to any dispute with regard to this release.

8. Executive acknowledges and agrees that (a) his execution of this General Release has not been forced by any employee or agent of the Company, and Executive has had an opportunity to negotiate the terms of this General Release; and (b) he has been offered twenty-one (21) calendar days after receipt of this General Release to consider its terms before executing it. Executive shall have seven (7) calendar days from the date he executes this General Release to revoke his or her waiver of any ADEA claims by providing written notice of the revocation to the Company, as provided in Section 12 of the Employment Agreement.

9. Capitalized terms used but not defined in this General Release have the meanings ascribed to such terms in the Employment Agreement.

10. This General Release may be executed by the parties in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission or e-mail (as a .pdf, .tif or similar un-editable attachment), which transmission shall be deemed delivery of an originally executed counterpart hereof.

IN WITNESS WHEREOF, the parties hereto have executed this General Release as of the day and year first above written.

	POZEN INC.:

	By:
	Name:
	Title:

	EXECUTIVE:

	Name:	Adrian Adams
	Address:

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Exhibit B

EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT

THIS EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT (“Agreement”) is made as of the date set forth on the signature page below between POZEN Inc. (“POZEN”), and the person whose name is set forth on the signature page below as Employee (“Employee”).

In consideration of Employee’s employment or continued employment by POZEN, with the intention that this Agreement shall apply to the entire period of Employee’s employment with POZEN (including the period prior to the date of this Agreement), Employee hereby agrees as follows:

1. CONFIDENTIAL INFORMATION DEFINED . “Confidential Information” means trade secrets, proprietary information and materials, and confidential knowledge and information which includes, but is not limited to, matters of a technical nature (such as discoveries, ideas, concepts, designs, drawings, specifications, techniques, models, diagrams, test data, scientific methods and know-how, and materials such as reagents, substances, chemical compounds, subcellular constituents, cell or cell lines, organisms and progeny, and mutants, derivatives or replications derived from or relating to any of the foregoing materials), and matters of a business nature (such as the identity of customers and prospective customers, the nature of work being done for or discussed with customers or prospective customers, suppliers, marketing techniques and materials, marketing and development plans, pricing or pricing policies, financial information, plans for further development, and any other information of a similar nature not available to the public).

“Confidential Information” shall not include information that: (a) was in Employee’s possession or in the public domain before receipt from the Company, as evidenced by the then existing publication or other public dissemination of such information in written or other documentary form; (b) becomes available to the public through no fault of Employee; (c) is received in good faith by Employee from a third party who is known to Employee to be not subject to an obligation of confidentiality to the Company or any other party; or (d) is required by a judicial or administrative authority or court having competent jurisdiction to be disclosed by Employee, provided that Employee shall promptly notify the Company and not attempt to prevent the Company from opposing or limiting such order.

2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF POZEN . Employee acknowledges that, during the period of Employee’s employment with POZEN, Employee has had or will have access to Confidential Information of POZEN. Therefore, Employee agrees that both during and after the period of Employee’s employment with POZEN, Employee shall not, without the prior written approval of POZEN, directly or indirectly (a) reveal, report, publish, disclose or transfer any Confidential Information of POZEN to any person or entity; or (b) use any Confidential Information of POZEN for any purpose or for the benefit of any person or entity, except in the good faith performance of Employee’s work for POZEN or to comply with an order from any court of competent jurisdiction.

3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION OF OTHERS . Employee acknowledges that, during the period of Employee’s employment with POZEN, Employee may have had or will have access to Confidential Information of third parties who have given POZEN the right to use such Confidential Information, subject to a non-disclosure agreement between POZEN and such third party. Therefore, Employee agrees that both during and after the period of Employee’s employment with POZEN, Employee shall not, without the prior written approval of POZEN, directly or indirectly (a) reveal, report, publish, disclose or transfer any Confidential Information of such third parties to any person or entity; or (b) use any Confidential Information of such third parties for any purpose or for the benefit of any person or entity, except in the good faith performance of Employee’s work for POZEN or to comply with an order from any court of competent jurisdiction.

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4. PROPERTY OF POZEN . Employee acknowledges and agrees that all Confidential Information of POZEN and all reports, drawings, blueprints, materials, data, code, notes and other documents and records (other than Employee’s personal address book), whether printed, typed, handwritten, videotaped, transmitted or transcribed on data files or on any other type of media, and whether or not labeled or identified as confidential or proprietary, made or compiled by Employee, or made available to Employee, during the period of Employee employment with POZEN (including the period prior to the date of this Agreement) concerning POZEN’s Confidential Information are and shall remain POZEN’s property and shall be delivered to POZEN within five (5) business days after the termination of such employment with POZEN or at any earlier time on request of POZEN. Employee shall not retain copies of such Confidential Information, documents and records.

5. PROPRIETARY NOTICES . Employee shall not, and shall not permit any other person to, remove any proprietary or other legends or restrictive notices contained in or included in any Confidential Information.

6. INVENTIONS .

(a) Employee shall promptly, from time to time, fully inform and disclose to POZEN in writing all inventions, copyrightable material, designs, improvements and discoveries of any kind which Employee now has made, conceived or developed (including prior to the date of this Agreement), or which Employee may later make, conceive or develop, during the period of Employee’s employment with POZEN, which pertain to or relate to POZEN’s business or any of the work or businesses carried on by POZEN (“Inventions”). This covenant applies to all such Inventions, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection; and whether or not they are conceived and/or developed by Employee alone or with others; and whether or not they are conceived and/or developed during regular working hours; and whether or not they are conceived and/or developed at POZEN’s facility or not.

(b) Inventions shall not include any inventions made, conceived or developed by Employee prior to Employee’s employment with POZEN.

(c) All Inventions shall be the sole and exclusive property of POZEN, and shall be deemed part of the Confidential Information of POZEN for purposes of this Agreement, whether or not fixed in a tangible medium of expression. Employee hereby assigns all Employee’s rights in all Inventions and in all related patents, copyrights and trademarks, trade secrets and other proprietary rights therein to POZEN. Without limiting the foregoing, Employee agrees that any copyrightable material shall be deemed to be “works made for hire” and that POZEN shall be deemed the author of such works under the United States Copyright Act, provided that in the event and to the extent such works are determined not to constitute “works made for hire”, Employee hereby irrevocably assigns and transfers to POZEN all right, title and interest in such works.

(d) Employee shall assist and cooperate with POZEN, both during and after the period of Employee’s employment with POZEN, at POZEN’s sole expense, to allow POZEN to obtain, maintain and enforce patent, copyright, trademark, trade secret and other legal protection for the Inventions. Employee shall sign such truthful documents, and do such things necessary, to obtain such protection and to vest POZEN with full and exclusive title in all Inventions against infringement by others. Employee hereby appoints the Secretary of POZEN as Employee’s attorney-in-fact to execute any truthful documents on Employee’s behalf for this purpose.

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(e) Employee shall not be entitled to any additional compensation for any and all Inventions made during the period of Employee’s employment with POZEN.

7. COVENANT NOT TO COMPETE . If Employee is, at any time during Employee’s period of employment with POZEN, employed in the discovery or development areas of the Company in a non-clerical position, or as a director level or higher level senior manager of the Company, then this Section 7 shall apply. Employee and POZEN agree that the services rendered by Employee are unique and irreplaceable, and that competitive use and knowledge of any Confidential Information would substantially and irreparably injure POZEN’s business, prospects and good will. Employee and POZEN also agree that POZEN’s business is global in nature due to the type of products and/or services being provided. Therefore, Employee agrees that during the period of Employee’s employment with POZEN and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity):

(a) develop, sell, market, offer to sell products and/or services anywhere in the world that have the same or similar technological approach or technology platform (e.g., same receptors, same mechanism of action, etc.) and have the same indication as those being developed, offered or sold by POZEN on the date of the termination of Employee’s employment with POZEN for any reason, provided that the foregoing shall not be violated by Employee’s activities with an entity where the portion of the competitive business involved is less than five percent (5%) of the revenues of the portion of the entity that is under Employee’s supervision;

(b) solicit, induce, encourage or attempt to induce or encourage any employee or consultant of POZEN, except Employee’s executive assistant, to terminate his or her employment or consulting relationship with POZEN, or to breach any other obligation to POZEN (other than advertising not specifically targeted at the Company’s employees and serving as a reference upon request), however, notwithstanding the foregoing, Employee may engage in the activities described in this Section 7(b) with respect to one executive who worked with Employee in the past and joined the Company without it violating this provision; or

(c) interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between POZEN and any consultant, contractor, customer, potential customer, or supplier of POZEN.

Employee acknowledges that the foregoing geographic, activity and time limitations contained in this Section 7 are reasonable and properly required for the adequate protection of POZEN’s business. In the event that any such geographic, activity or time limitation is deemed to be unreasonable by a court, Employee shall submit to the reduction of either said activity or time limitation to such activity or period as the court shall deem reasonable. In the event that Employee is in violation of the aforementioned restrictive covenants, then the time limitation thereof shall be extended for a period of time equal to the pendency of such proceedings, including appeals.

8. DISCLOSURE OF THIS AGREEMENT . Employee hereby authorizes POZEN to notify others, including but not limited to customers of POZEN and any of Employee’s future employers, of the terms of this Agreement and Employee’s responsibilities under this Agreement.

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9. SPECIFIC PERFORMANCE . Employee acknowledges that money damages alone would not adequately compensate POZEN in the event of a breach or threatened breach by Employee of this Agreement, and that, in addition to all other remedies available to POZEN at law or in equity, POZEN shall be entitled to injunctive relief for the enforcement of its rights and to an accounting of profits made during the period of such breach.

10. NO RIGHTS GRANTED . Employee understands that nothing in this Agreement shall be deemed to constitute, by implication or otherwise, the grant by POZEN to the employee of any license or other right under any patent, patent application or other intellectual property right or interest belonging to POZEN.

11. SEVERABILITY .

(a) Each of the covenants provided in this Agreement are separate and independent covenants. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and any such invalid or unenforceable provision shall be reformed so as to be valid and enforceable to the fullest extent permitted by law.

(b) It is not a defense to the enforcement of any provision of this Agreement that POZEN has breached or failed to perform any obligation or covenant hereunder or under any other agreement or understanding between Employee and POZEN.

12. GOVERNING LAW . This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to conflict of law rules. All suits and claims shall be made only in state or federal courts located in North Carolina.

13. SUPERSEDES OTHER AGREEMENTS . This Agreement contains the entire agreement of the parties with respect to subject matter hereof and supersedes all previous agreements and understandings between the parties with respect to its subject matter.

14. AMENDMENTS . This Agreement may not be changed, modified, released, discharged, abandoned or otherwise terminated in whole or in part except by an instrument in writing, agreed to and signed by the Employee and a duly authorized officer of POZEN.

15. ACKNOWLEDGEMENTS. THE EMPLOYEE ACKNOWLEDGES THAT (i) THE EMPLOYEE HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT; (ii) THE EMPLOYEE HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS; (iii) THE EMPLOYEE HAS RECEIVED A COPY OF THIS AGREEMENT, THE ORIGINAL OF WHICH WILL BE RETAINED IN THE EMPLOYEE’S PERSONNEL FILE; AND (iv) THE EMPLOYEE’S OBLIGATIONS UNDER THIS AGREEMENT SURVIVE THE TERMINATION OF THE EMPLOYEE’S EMPLOYMENT WITH POZEN FOR ANY REASON.

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the date set forth below.

POZEN INC.

By:

Title:

EMPLOYEE:	Adrian Adams
	(Print Name)

	(Signature Here)

Date:

Address:

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Exhibit 10.4

EXECUTION VERSION

EXECUTIVE EMPLOYMENT AGREEMENT

R E C I T A L S

WHEREAS, the Company desires to employ Executive and Executive desires to be employed by the Company as the Company’s President, Chief Business Officer.

A G R E E M E N T

2. Position, Duties and Responsibilities; Location .

2.1 Position and Duties . Executive shall be employed as the President, Chief Business Officer of the Company. Executive shall have the duties, powers and authority as are commensurate with his position as President, Chief Business Officer, including such other duties and responsibilities as are reasonably delegated to him from time to time by the Chief Executive Officer of the Company (the “ CEO ”). Executive shall report to the CEO.

2.2 Exclusive Services and Efforts . Executive agrees to devote his efforts, energies, and skill to the discharge of the duties and responsibilities attributable to his position and, except as set forth herein, agrees to devote substantially all of his professional time and attention exclusively to the business and affairs of the Company. Notwithstanding the foregoing, Executive shall be entitled to engage in (a) service on the board of directors of any company, business or trade organization on which he serves as of the Effective Date; (b) with the consent of the Company’s Board of Directors (the “ Board ”) (which consent shall not be unreasonably withheld) service on the board of directors of one or more additional for-profit companies, businesses or trade organizations, provided , that , Executive shall provide the Company prior written notice of his intention to join any such board and provided further that he shall not serve on the board of any entity that directly and materially competes with the Company; (c) service on the board of directors of not-for-profit organizations; (d) other charitable activities and community affairs; and (e) management of his personal and family investments and affairs, in each case to the extent such activities do not either individually or in the aggregate, materially interfere with the performance of his duties and responsibilities to the Company.

3. Compensation .

3.1 Base Salary . During the Term, the Company hereby agrees to pay to Executive an annualized base salary of Four Hundred Fifty Thousand Dollars ($450,000) (the “ Salary ”), subject to all applicable Federal, state and local income and employment taxes and other required or elected withholdings and deductions, payable in equal installments on the Company’s regularly-scheduled paydays as it is earned. Executive’s Salary will be reviewed at least annually by the Compensation Committee of the Board (the “ Compensation Committee ”) and may be adjusted upward (in which case such increased amount shall be the “Salary” hereunder) or remain the same (but in no event shall the Salary be reduced).

3.2 Annual Cash Bonus . For each calendar year that ends during the Term, Executive shall be entitled to receive an annual cash incentive award (the “ Annual Cash Bonus ”). Executive’s target Annual Cash Bonus shall be seventy-five percent (75%) of Executive’s Salary. For each such year, the Compensation Committee shall award the Annual Cash Bonus based on an evaluation of performance and peer company compensation practices, taking into account Company and individual performance objectives. The Compensation Committee may award an Annual Cash Bonus in excess of the target amount, and may grant a special bonus at any time. The Annual Cash Bonus shall be paid in the calendar year following the year in which the services were performed, as soon as reasonably practicable following the Board’s approval thereof. In no event shall Executive’s Annual Cash Bonus payable in 2016 with respect to 2015 be less than Three Hundred Thirty-Seven Thousand Five Hundred Dollars ($337,500) pro-rated for the portion of 2015 during which Executive was employed.

3.3 Annual Equity Award . Executive will be eligible for annual grants of long-term incentive and equity compensation awards at the Company’s good faith discretion, based upon the Compensation Committee’s evaluation of his performance and peer company compensation practices (the “ Annual Equity Grant ”). Executive’s target Annual Equity Grant shall be consistent with President, Chief Business Officers of the Company’s peer companies; provided , however , that the target Annual Equity Grant shall not be less than one hundred seventy five percent (175%) of Executive’s Salary. Fifty percent (50%) of each Annual Equity Grant shall vest on an annual basis ratably over four (4) years and fifty percent (50%) of each Annual Equity Grant shall vest based on performance criteria determined by mutual agreement between Executive and the Compensation Committee.

3.4 Sign-On Award . The Company shall grant to Executive equity compensation awards in the form of restricted stock units equal to four and one tenths percent (4.1%) of the Company’s outstanding equity on a fully diluted basis (the “ Sign-On Award ”). The Sign-On Award shall be granted as soon as practicable following the Effective Date. Subject to the terms of this Agreement and the award agreement(s) into which Executive and the Company shall enter evidencing the grant of the Sign-On Award, the Sign-On Award shall become vested and non-forfeitable over a period of four (4) years from the Effective Date, with twenty-five percent (25%) of the applicable award vesting on the first anniversary of the Effective Date, and twenty-five percent (25%) vesting on each anniversary thereafter.

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4. Employee Benefits .

5. Termination .

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(b) “ Cause ” shall mean (i) Executive is convicted of, or pleads guilty or nolo contendere to, a felony or a crime involving moral turpitude; (ii) in carrying out his duties hereunder, Executive engages in conduct that constitutes willful gross misconduct, or willful gross neglect and that, in either case, results in material economic or reputational harm to the Company, which misconduct Executive fails to cure within thirty (30) days following Executive’s receipt of written notice from the Board of such misconduct; or (iii) Executive refuses to perform, or repeatedly fails to undertake good faith efforts to perform, the duties or responsibilities reasonably assigned to him (consistent with Section 2 ) by the CEO, which non-performance has continued for thirty (30) days following Executive’s receipt of written notice from the Board of such non-performance.

(e) “ Good Reason ” shall mean the occurrence of any of the following events without Executive’s express prior written consent: (i) a change in Executive’s authority, duties, responsibilities or reporting lines (including if Executive is no longer reporting to Adrian Adams); (ii) the Company ceases to have any class of common equity securities required to be registered under Section 12 of the Securities Exchange Act of 1934; (iii) a reduction in Executive’s base salary; (iv) any relocation of Executive’s principal office, or principal place of employment, to a location that is more than fifty (50) miles from Philadelphia, Pennsylvania or such other corporate headquarters as is approved by Executive; (v) any other action or inaction that constitutes a material breach of this Agreement by the Company; or (vi) the Company fails to extend the Term of this Agreement in accordance with Section 1 .

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(d) acceleration of the vesting of all equity and equity-based awards that would otherwise vest during the twenty-four (24) month period following the Termination Date; and

(e) the Accrued Obligations.

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(c) continued medical (health, dental, and vision) and life insurance benefits to the same extent in which Executive participated prior to the Termination Date (with Executive required to pay the amount Executive would have been required to pay for such coverage had Executive remained an active employee at such time) for a period thirty-six (36) months following the Termination Date; provided , however , if the Company cannot provide, for any reason, Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph, the Company shall pay to Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” Executive with respect to any Federal, state or local taxation due on such single sum cash payment;

(d) full vesting, exercisability and non-forfeitability, as applicable, as of the Termination Date, of any outstanding equity or equity-based awards; and

(e) the Accrued Obligations.

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6. Section 280G .

7. Section 4985 .

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8. Indemnification .

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9. Other Tax Matters .

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13. Governing Law . This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina, exclusive of any choice of law rules.

14. Arbitration; Legal Fees .

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21. Survivorship . Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties shall survive any termination of Executive’s employment.

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[ Signature Page to Follow ]

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IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of the parties hereto as of the date first above written.

	POZEN INC.:

	By:	/s/ Kenneth B. Lee Jr.
	Name:	Kenneth B. Lee Jr.
	Title:	Chairman, Compensation Committee of the Board of Directors

	EXECUTIVE:

		/s/ Andrew Koven
	Name:	Andrew Koven

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Exhibit A

FORM OF GENERAL RELEASE OF ALL CLAIMS

THIS GENERAL RELEASE OF ALL CLAIMS (this “ General Release ”), dated as of [_______], is made by and between Andrew Koven (the “ Executive ”) and POZEN Inc. (the “ Company ”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated as of May 31, 2015 (the “ Employment Agreement ”);

WHEREAS, in consideration for Executive’s signing of this General Release, the Company will provide Executive with such severance and benefits pursuant to the Employment Agreement; and

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6. Each party acknowledges and recites that he or it has:

(a) executed this General Release knowingly and voluntarily;

(b) had a reasonable opportunity to consider this General Release;

(e) relied solely on such party’s own judgment, belief and knowledge, and such advice as such party may have received from such party’s legal counsel.

7. Section 14 of the Employment Agreement, which shall survive the expiration of the Employment Agreement for this purpose, shall apply to any dispute with regard to this release.

9. Capitalized terms used but not defined in this General Release have the meanings ascribed to such terms in the Employment Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this General Release as of the day and year first above written.

	POZEN INC.:

	By:
	Name:
	Title:

	EXECUTIVE:


	Name:	Andrew Koven
	Address:

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Exhibit B

EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT

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6. INVENTIONS .

(b) Inventions shall not include any inventions made, conceived or developed by Employee prior to Employee’s employment with POZEN.

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(e) Employee shall not be entitled to any additional compensation for any and all Inventions made during the period of Employee’s employment with POZEN.

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11. SEVERABILITY .

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the date set forth below.

POZEN INC.

By:

Title:

EMPLOYEE:	Andrew Koven
	(Print Name)


	(Signature Here)

Date:

Address:

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Exhibit 99.1

POZEN ANNOUNCES RETIREMENT OF FOUNDER, CHAIRMAN AND CEO

DR. JOHN R. PLACHETKA;

ADRIAN ADAMS NAMED AS CEO

CHAPEL HILL, N.C.—(BUSINESS WIRE)—June 1, 2015—POZEN Inc. (NASDAQ: “POZN”), a pharmaceutical company committed to developing medicine that transforms lives, today announced that John R. Plachetka, Pharm.D., its founder, Chairman, Chief Executive Officer and President is retiring, effective immediately. Dr. Plachetka has also resigned from the Board of Directors of POZEN and has withdrawn as a nominee for election as a director at the 2015 Annual Meeting of Stockholders.

Arthur Kirsch, who has served as an independent director since 2004, has been appointed to serve as Chairman of POZEN’s Board of Directors.

Mr. Kirsch stated “John’s contributions as founder, inventor, and chief scientist of POZEN will be hard to replace. He has been the driving force in POZEN’s development for nearly 20 years and we respect his decision to retire. All of the management team and the Board of Directors thank him for his long service as our Chairman, President and Chief Executive Officer.”

The Board of Directors has appointed Adrian Adams to replace Dr. Plachetka as POZEN’s Chief Executive Officer and has also appointed Mr. Adams to serve on the Board of Directors, effective immediately.

“I want to express my gratitude to all the POZEN employees with whom I’ve worked, who brought two outstanding drugs to market, Treximet® and VIMOVO®, and who moved YOSPRALA™ into a position where it should be ready for commercialization next year,” stated Dr. Plachetka. “Now, it is time to move POZEN to the next level and I am very pleased that Adrian and his team have agreed to assume this responsibility. All of the shareholders of POZEN should be very happy that a man of his talent and accomplishments has the confidence in POZEN and YOSPRALA to assume this responsibility. I wish him and POZEN all the best.”

Mr. Adams is a highly qualified pharmaceutical executive with over 30 years of experience in the industry and a reputation for growing organizations by excellence in commercialization and by executing on business development opportunities that deliver compelling growth and value for shareholders. He most recently served as Chief Executive Officer and President of Auxilium Pharmaceuticals Inc., a specialty pharmaceutical company, until its acquisition by Endo International plc in January 2015. Prior to joining Auxilium, Mr. Adams served as Chairman and Chief Executive Officer of Neurologix, Inc., a company focused on development of multiple innovative gene therapies for disorders of the brain and central nervous system. Prior to that Mr. Adams served as President and Chief Executive Officer of Inspire Pharmaceuticals, Inc., where he oversaw the commercialization and development of prescription pharmaceutical products and led the company through a strategic acquisition by global pharmaceutical leader Merck & Co., Inc. Prior to Inspire, Mr. Adams served as President and Chief Executive Officer of Sepracor Inc. until its acquisition by Dainippon Sumitomo Pharma Co. Prior to joining Sepracor, Mr. Adams was President and Chief Executive Officer of Kos Pharmaceuticals, Inc. until its acquisition by Abbott Laboratories. Mr. Adams has also held general management and senior international and national marketing positions at SmithKline Beecham, Novartis and ICI (now part of AstraZeneca).

“This is a key appointment at an important time for Pozen and we are certain Adrian’s leadership qualities combined with his operational expertise and ability to drive strategic corporate development initiative makes him the right person to position the company for its next stage of growth,” Mr. Kirsch stated. “He has successfully led four public companies in the face of the rapidly changing healthcare environment and brings extensive global experience launching and commercializing innovative pharmaceutical products. This experience will be critical in helping POZEN in assessing our strategic options at this time and leading YOSPRALA through the final anticipated stages of approval and into commercial launch.”

POZEN also announced that the Board of Directors has appointed Andrew Koven as President and Chief Business Officer, reporting to Mr. Adams. Mr. Koven most recently served as Chief Administrative Officer and General Counsel of Auxilium Pharmaceuticals Inc. Prior to joining Auxilium, Mr. Koven served as President and Chief Administrative Officer of Neurologix, Executive Vice President and Chief Administrative and Legal Officer at Inspire Pharmaceuticals, Inc., Executive Vice President, General Counsel and Corporate Secretary of Sepracor and Executive Vice President, General Counsel and Corporate Secretary of Kos Pharmaceuticals and General Counsel and Secretary at Lavipharm Corporation. Mr. Koven’s industry experience also includes positions in the legal departments at Warner Lambert Company and as a corporate securities associate at Cahill Gordon and Reindell.

“Andrew and I are pleased to join the leadership team at POZEN,” said Mr. Adams. We look forward to working with the Board and management team to drive the approval and commercialization of Yosprala and, working with our partners to maximize the value of Treximet and Vimovo. Building on Pozen’s strong foundation, we will focus on finding other product and corporate development opportunities to broaden our overall portfolio and position Pozen to achieve its full potential with the aim of driving additional shareholder value.”

As an inducement to their employment, the Company has approved the granting of equity awards in the form of restricted stock units (“RSUs’) equal to 5.4% of the equity of the Company to Mr. Adams and RSUs equal to 4.1% of the equity of the Company to Mr. Koven, subject to applicable NASDAQ listing and SEC registration requirements. The awards are being made pursuant to the NASDAQ inducement grant exception as a component of these new executives’ employment compensation. The inducement grants were approved by the Company’s Compensation Committee as part of the approval of the executives’ employment agreements and is being made as an inducement material to each executive’s acceptance of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4). The RSUs will vest on an annual basis ratably over four years, subject to continued service with the Company through the applicable vesting dates and a portion of the RSUs granted to Mr. Adams and Mr. Koven will be subject to forfeiture under certain circumstances.

About POZEN

POZEN Inc. is a small pharmaceutical company that specializes in developing novel therapeutics for unmet medical needs and licensing those products to other pharmaceutical companies for commercialization. By utilizing a unique in-source model and focusing on integrated therapies, POZEN has successfully developed and obtained FDA approval of two self-invented products. Funded by these milestones/royalty streams, POZEN has created a portfolio of cost-effective, evidence-based integrated aspirin therapies designed to enable the full power of aspirin by reducing its GI damage.

The Company's common stock is traded under the symbol “POZN” on The NASDAQ Global Market. For more detailed company information, including copies of this and other press releases, please visit www.pozen.com .

About YOSPRALA

POZEN has created a portfolio of investigational integrated aspirin therapies - the PA product platform. The products in the PA portfolio are being developed with the goal of significantly reducing GI ulcers and other GI complications compared to taking enteric-coated or plain aspirin alone.

The first candidates are YOSPRALA 81/40, containing 81 mg of aspirin, and YOSPRALA 325/40, containing 325 mg of aspirin. Both products are a coordinated-delivery tablet combining immediate-release omeprazole (40 mg), a proton pump inhibitor, layered around a pH-sensitive coating of an aspirin core. This novel, patented product is intended for oral administration once a day and an indication is being sought for use for the secondary prevention of cardiovascular disease in patients at risk for aspirin-induced gastric ulcers.

About VIMOVO

VIMOVO® (naproxen / esomeprazole magnesium) is a fixed-dose combination of delayed-release enteric-coated naproxen, a non-steroidal anti-inflammatory drug (NSAID), and immediate-release esomeprazole magnesium, a stomach acid-reducing proton pump inhibitor (PPI), approved for the relief of signs and symptoms of osteoarthritis, rheumatoid arthritis and ankylosing spondylitis and to decrease the risk of developing gastric ulcers in patients at risk of developing NSAID-associated gastric ulcers. VIMOVO is not recommended for use in children younger than 18 years of age. VIMOVO is not recommended for initial treatment of acute pain because the absorption of naproxen is delayed compared to absorption from other naproxen-containing products. Controlled studies do not extend beyond six months. VIMOVO should be used at the lowest dose and for the shortest amount of time as directed by your health care provider.

For Full Prescribing Information see www.VIMOVO.com .

About Treximet

Treximet® (sumatriptan / naproxen sodium) was approved by the U.S. Food and Drug Administration (FDA) in April 2008 for the acute treatment of migraine attacks, with or without aura, in adults. The product is formulated with POZEN’s patented technology of combining a triptan with a non-steroidal anti-inflammatory drug (NSAID) and GlaxoSmithKline’s (GSK) RT Technology™. This migraine medication contains sumatriptan, a 5-HT1 receptor agonist that mediates vasoconstriction of the human basilar artery and vasculature of human dura mater, which correlates with the relief of migraine headache. It also contains naproxen, an NSAID that inhibits the synthesis of inflammatory mediators. Therefore, sumatriptan and naproxen contribute to the relief of migraine through pharmacologically different mechanisms of action. As a result of this dual mechanism of action, Treximet has been shown to provide superior sustained pain relief compared to placebo and to both of the single mechanism of action components.

For Full Prescribing Information see www.treximet.com .

Forward-Looking Statements

Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You should be aware that our actual results, our ability to return value to our stockholders, including any cash distributions, and our future prospects could differ materially from those contained in the forward-looking statements, which are based on current market data and research (including third party and POZEN sponsored market studies and reports), management’s current expectations and are subject to a number of risks and uncertainties, including, but not limited to, our inability to further license our YOSPRALA product candidates on terms and timing acceptable to us, our failure to successfully commercialize our product candidates, including Yosprala; costs and delays in the development and/or FDA approval of our product candidates, including Yosprala, as a result of the need to conduct additional studies or due to issues with third-party manufacturers, or the failure to obtain such approval of our product candidates for all expected indications, including as a result of changes in regulatory standards or the regulatory environment during the development period of any of our product candidates; uncertainties in clinical trial results or the timing of such trials, resulting in, among other things, an extension in the period over which we recognize deferred revenue or our failure to achieve milestones that would have provided us with revenue; our inability to maintain or enter into, and the risks resulting from our dependence upon, collaboration or contractual arrangements necessary for the development, manufacture, commercialization, marketing, sales and distribution of any products, including our dependence on AstraZeneca and Horizon for the sales and marketing of VIMOVO®, our dependence on Patheon and our active ingredient suppliers for the manufacture of YOSPRALA 81/40 and YOSPRALA 325/40; competitive factors; our inability to protect our patents or proprietary rights and obtain necessary rights to third party patents and intellectual property to operate our business; our inability to operate our business without infringing the patents and proprietary rights of others; general economic conditions; the failure of any products to gain market acceptance; our inability to obtain any additional required financing; technological changes; government regulation; changes in industry practice; and one-time events, including those discussed herein and in our Quarterly Report on Form 10-Q for the period ended March 31, 2015. We do not intend to update any of these factors or to publicly announce the results of any revisions to these forward-looking statements.

POZEN Inc.

Bill Hodges, 919-913-1030

Chief Financial Officer

Stephanie Bonestell, 919-913-1030

Manager, Investor Relations & Public Relations

Delaware	001-31719	62-1657552
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1414 Raleigh Road, Suite 400
Chapel Hill, North Carolina		27517
(Address of principal executive offices)		(Zip Code)

Name	Class	Term Expiring

Kenneth B. Lee, Jr	Class II	2017

Neal F. Fowler	Class I	2016

Arthur S. Kirsch	Class I	2016

Seth A. Rudnick, M.D.	Class III	2015

Exhibit No.		Description of Document

10.1		Separation and General Release Agreement between POZEN Inc. and John R. Plachetka, dated May 29, 2015.
10.2		Voting Agreement between POZEN Inc. and John R. Plachetka, dated May 29, 2015.
10.3		Executive Employment Agreement between POZEN Inc. and Adrian Adams dated May 31, 2015.
10.4		Executive Employment Agreement between POZEN Inc. and Andrew Koven dated May 31, 2015.
99.1		Press release dated June 1, 2015.

Date: June 3, 2015	POZEN INC.

	By:	/s/ William L. Hodges
		William L. Hodges
		Chief Financial Officer

	COMPANY:

	POZEN INC.

	By:	/s/ Kenneth B. Lee, Jr.
	Name:	Kenneth B. Lee, Jr.
	Title:	Lead Independent Director

Dated as of May 29, 2015.

/s/ Clare A. Plachetka
Signature

Clare A. Plachetka
Print Name