Item 5.02 Entry into a Material Definitive Agreement.

On November 1, 2012, POZEN, Inc., a Delaware corporation ("POZEN" or "the Company") and Dr. Tomas Bocanegra, Executive Vice President, Development of the Company, entered into a Severance Agreement (the "Agreement") in connection with Dr. Bocanegra's retirement from POZEN on October 31, 2012. In connection with entering into the Agreement, effective November 1, 2012, the Executive Employment Agreement, dated as of July 5, 2011, by and between the Company and Dr. Bocanegra, has been terminated. The material terms of the Agreement are as follows:

· The Company will pay Dr. Bocanegra a total of $147,412 (less applicable withholdings), payable in nine (9) bimonthly installments of $16,379.16 (less applicable withholdings) each, beginning on November 15, 2012 and ending on March 15, 2013.

· The Company shall pay Dr. Bocanegra a total of $219,829.24 (less applicable withholdings) as a 2012 bonus payment, payable in a lump sum on the first regularly scheduled payroll date in March 2013.

· Dr. Bocanegra has waived and released any and all claims against the Company.

POZEN anticipates an orderly transition of Dr. Bocanegra's responsibilities to other key POZEN employees in the near term.

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