CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “ Agreement ”) is effective as of the 1st day of April, 2009 (the “ Effective Date ”)   by and between POZEN Inc., a Delaware corporation (the “ Company ”), which has its principal place of business at Suite 400, 1414 Raleigh Road, Chapel Hill, NC, Reese Associates Consulting, LLC, a [North Carolina] limited liability company (" Consultant "), and Marshall E. Reese, Ph.D., an individual residing at 306 Edinburgh Drive, Cary, NC 27511 (“ Dr. Reese ”).

WHEREAS, the Company and Dr. Reese are parties to that certain Executive Employment Agreement dated as of November 8, 2004, as amended (the “ Employment Agreement ”) pursuant to which Dr. Reese has previously provided services to the Company as Executive Vice President, Product Development; and

WHEREAS, in connection with Dr. Reese ’s retirement from the Company as Executive Vice President, Product Development, Dr. Reese and the Company wish to terminate the Employment Agreement; and

WHEREAS, in connection with Dr. Reese’s retirement and the termination of the Employment Agreement, the Company desires to have Dr. Reese perform certain services for the Company and to engage Consultant as an independent contractor who will assign Dr. Reese, a member and manager of Consultant, to perform the duties listed below, and Consultant wishes to accept such engagement.

NOW, THEREFORE, for and in consideration of this Agreement, the engaging of Consultant and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            ENGAGEMENT .  The Company hereby engages Consultant, and Consultant accepts such engagement as an independent contractor, to provide the services set forth in Exhibit A (the “ Services ”) attached hereto and incorporated herein by reference.  Consultant shall perform Services for the Company for not less than forty (40) hours each month (ten (10) hours per week) during the Term (as defined below).  This engagement is not exclusive, and nothing in this Agreement shall be construed to preclude the Company from soliciting or engaging others to act as an independent contractor on behalf of the Company for similar services. Consultant shall have the right to perform work for others as long as Consultant fulfills Consultant’s obligations hereunder and subject to Dr. Reese’s obligations pursuant to the Inventions Agreement (as defined below).  Consultant acknowledges and agrees that only Dr. Reese will perform Services for the Company pursuant to this Agreement and that Consultant may not delegate or assign Consultant's responsibilities hereunder to any other consultant or any other employee or agent of Consultant other than Dr. Reese.

2.            BASIC OBLIGATIONS AND DUTIES .  Consultant and Dr. Reese represent and warrant that each has the knowledge, skills and experience necessary to undertake the Services.  Consultant and Dr. Reese agree that during the term of this Agreement Consultant and Dr. Reese will diligently perform Consultant’s assigned duties in accordance with the terms hereof, and abide by the provisions of the published policies of the Company which are currently in effect and as they are from time to time changed by the Company.  To the extent that the Services are performed at the facilities of the Company, the Company shall provide to Consultant reasonable and adequate office space, supplies and administrative support.

3.            TERM .  Subject to the provisions for termination hereinafter provided, this Agreement shall become effective as of the date and year first above written, and shall continue until the earlier of: (i) September 30, 2009 and (ii) the date that the U.S. Food and Drug Administration accepts the filing of the Company’s New Drug Application for its product candidate PN 400, whichever shall first occur (the “ Term ”).  This Agreement shall be extended only by a written agreement signed by all parties.

4.            COMPENSATION .  As compensation for the Services to be provided hereunder by Dr. Reese, Consultant shall receive a fee of Six Hundred and Twenty Five Dollars ($625.00) per hour during the Term (the “ Consulting Fee ”).    The Consulting Fee shall be paid by the Company every two weeks calculated based on a ten-hour work week by Consultant.  The Company will also reimburse Consultant for all reasonable business expenses incurred in performing the Services hereunder which have been approved in advance by Company.

5.            CONFIDENTIAL OR PROPRIET