EXHIBIT 10.1
Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits
the information subject to the confidentiality request. Omissions are designated as “***”. A complete
version of this exhibit has been filed separately with the Securities and Exchange Commission.
AMENDMENT NO. 2 TO THE COLLABORATION AND LICENSE AGREEMENT
This Amendment No. 2 to the Collaboration and License Agreement (this “Amendment No. 2”) is made
effective as of October 1, 2008 (the “Amendment No. 2 Effective Date”) by and between POZEN INC., a
Delaware corporation having offices at 1414 Raleigh Road, Suite 400, Chapel Hill, North Carolina (“POZEN”),
and ASTRAZENECA AB, a Swedish corporation having an office at SE-431 83, Mölndal, Sweden
(“AstraZeneca”). POZEN and AstraZeneca may be referred to herein individually as a “Party,” or collectively as
the “Parties.”
RECITALS
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the
parties hereto agree to amend the Agreement as follows:
Capitalized terms used herein have the respective meanings assigned to them as defined in this
Amendment No. 2. Other capitalized terms not otherwise defined herein have the meaning ascribed thereto in
the Agreement.
ARTICLE 1 - AMENDMENTS
1.1
Amendment to Section 3.3.3 . Section 3.3.3 of the Agreement is hereby amended and restated to read
in its entirety as follows:
“AstraZeneca will pay POZEN within *** (***) days following the receipt *** of the invoice sent as
hard copy and also in the form of a pdf file via e-mail for Direct costs and FTE Costs that do not exceed
the then current ADA Budget by more than *** percent (***%); provided, that the GPT will approve
variances above ***% if and to the extent the variances are (a) reasonable in light of prevalent market
conditions for similar work and consistent with POZEN’s expenditures on Core Development Activities
to the extent the acti