Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2009, Dr. Marshall E. Reese notified POZEN, Inc., a Delaware corporation ("POZEN"), that he would retire as Executive Vice President, Product Development, effective as of March 31, 2009. Dr. Reese has agreed to continue to provide certain services to POZEN as a consultant. POZEN anticipates an orderly transition of Dr. Reese's responsibilities to other key POZEN employees.

In connection with entering into the Consulting Agreement, effective April 1, 2009, between POZEN and Dr. Reese (the "Consulting Agreement"), the Executive Employment Agreement, dated October 8, 2004, between Dr. Reese and POZEN (the "Employment Agreement"), has been terminated. Under the terms of the Consulting Agreement, Dr. Reese will perform specified product development activities as requested by POZEN for a fee of $625 per hour for up to 40 hours each month (10 hours per week) during the term. The term of the Consulting Agreement will begin on April 1, 2009 and will expire on the earlier of (i) the date the United States Food and Drug Administration accepts POZEN's New Drug Application for its product candidate PN 400, or (ii) September 30, 2009. In addition, notwithstanding the termination of the Employment Agreement, Dr. Reese's outstanding stock options will continue to vest during the term of the Consulting Agreement.

The foregoing description is intended only as a summary of the material terms of the Consulting Agreement and is qualified in its entirety by reference to the full Consulting Agreement, a copy of which is filed as Exhibit 10.1 of this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 10.1 Consulting Agreement dated as of April 1, 2009, between the Company and Marshall E. Reese, Ph.D.

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