SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 1)

NOVEN PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

NORTHSTAR MERGER SUB, INC.

A Wholly-Owned Subsidiary of

HISAMITSU U.S., INC.

A Wholly-Owned Subsidiary of

HISAMITSU PHARMACEUTICAL CO., INC.

(Names of Filing Persons (Offerors))

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

670009109

(CUSIP Number of Class of Securities)

Mr. Nobuo Tsutsumi, Ph.D.
General Manager of Legal Department
Hisamitsu Pharmaceutical Co., Inc.
Marunouchi, Chiyoda-ku 1-11-1
Tokyo, 100-6221, Japan
81-3-5293-1700

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Kevin A. Rinker, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000

CALCULATION OF FILING FEE

	Amount of Filing
Transaction Valuation(1)	Fee(2)
$407,383,098	$22,732

(1)

Estimated for purposes of calculating the filing fee only. This amount is the sum of (i) 23,535,967 shares of Noven Pharmaceuticals, Inc. common stock (based on 25,028,987 outstanding as of July 9, 2009, less 1,240,000 shares owned by Hisamitsu Pharmaceutical Co., Inc. and 253,020 outstanding shares of restricted stock) by $16.50 per share, which is the offer price, plus (ii) $3,057,352 expected to be paid in connection with the cancellation of outstanding options, (iii) $10,982,460 to be paid in connection with the cancellation of outstanding stock appreciation rights, plus (iv) $825,000 expected to be paid in connection with cancellation of outstanding restricted stock units, and (v) $4,174,830 expected to be paid in connection with cancellation of shares of restricted stock.

(2)

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2009, issued March 11, 2009, by multiplying the transaction value by 0.0000558.

þ	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid: $22,732	Filing Party: Hisamitsu U.S., Inc.
	Form of Registration No.: SC-TO-T	Date Filed: July 23, 2009
o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ	Third-party tender offer subject to Rule 14d-1.
o	Issuer tender offer subject to Rule 13e-4.
o	Going-private transaction subject to Rule 13e-3.
o	Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer.
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

TABLE OF CONTENTS

	Item 11. Additional Information.
	Item 12. Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.A.5.G
EX-99.A.5.H
EX-99.A.5.I

     This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on July 23, 2009 (the “Schedule TO”) by (i) Northstar Merger Sub, Inc., a Delaware corporation (the “Purchaser”) and wholly-owned subsidiary of Hisamitsu U.S., Inc., a Delaware corporation (“Holdings”) and wholly-owned subsidiary of Hisamitsu Pharmaceutical Co., Inc., a corporation organized under the laws of Japan (“Parent”), (ii) Holdings and (iii) Parent, relating to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.0001 per share, together with the associated Series A junior participating preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of November 6, 2001, between the Company and American Stock Transfer & Trust, as amended (the “Shares”), of Noven Pharmaceuticals, Inc., a Delaware corporation (the “Company”), at a purchase price of $16.50 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 23, 2009 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal.

     Capitalized terms used in this Amendment No. 1 and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

     The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 1 by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment No. 1.

Item 11. Additional Information.

     Item 11(a)(3) of the Schedule TO is hereby amended and supplemented by adding the following sentences at the end of the last paragraph thereof:

     “In connection with the purchase of Shares, on July 28, 2009, Parent filed a Notification and Report Form for Certain Mergers and Acquisitions with the DOJ and FTC pursuant to the HSR Act. Parent, Holdings and the Purchaser currently expect the waiting period required under the HSR Act to expire at 11:59 p.m., New York City time, on August 12, 2009, unless additional information is requested or earlier termination of such waiting period is granted.”

     Item 11(a)(5) of the Schedule TO is hereby amended and supplemented by adding the following paragraphs after the last paragraph thereof:

     “On July 17, 2009, a purported stockholder class action complaint was filed in the Eleventh Judicial Circuit of Florida. The complaint, captioned Zucker v. Brandt, et al., names as defendants the Company, the members of its Board of Directors, Holdings and the Purchaser. The Company has been provided with a copy of an amendment to this complaint, which plaintiffs’ counsel indicated would be filed on July 24, 2009 (as amended, the “Zucker Complaint”). The Zucker Complaint asserts that the Company’s directors breached their fiduciary duties to the Company’s stockholders and that the Company, Holdings and the Purchaser aided and abetted the directors’ breaches of fiduciary duties. In support of these claims, the Zucker Complaint includes allegations similar to those set forth in the complaints described above as well as an allegation that the Schedule 14d-9 filed by the Company included inadequate disclosures and material disclosure omissions.

     On July 23, 2009, another plaintiff filed a purported stockholder class action complaint in the Court of Chancery of the State of Delaware. The complaint, captioned Murphy v. Noven Pharmaceuticals, Inc., et al. (the “Delaware Murphy Complaint”), names as defendants the Company and the members of its Board of Directors and is nearly identical to the complaint filed by the same plaintiff on July 15, 2009 in the Eleventh Judicial Circuit of Florida (the “Florida Murphy Complaint”), described above. The complaint asserts claims and requests relief similar to the IBEW Complaint and the Florida Murphy Complaint.

     On July 24, 2009, another plaintiff filed a purported stockholder class action complaint in the Eleventh Judicial Circuit of Florida. The complaint, captioned Noven v. Yetter, et al., names as defendants the Company, the members of its Board of Directors and Parent. The complaint asserts claims and requests relief similar to the IBEW Complaint, the Florida Murphy Complaint and the Delaware Murphy Complaint.

     Parent, Holdings and the Purchaser believe that the allegations set forth in each of the complaints described above lack merit and will contest them vigorously.”

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Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibits:

(a)(5)(G)	Complaint of Arthur I. Murphy Jr., filed in the Court of Chancery of the State of Delaware and dated July 23, 2009.
(a)(5)(H)	Complaint of Zucker, et al., filed in the Eleventh Judicial Circuit of Florida and dated July 24, 2009.
(a)(5)(I)	Complaint of David Noven, filed in the Eleventh Judicial Circuit of Florida and dated July 24, 2009.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HISAMITSU PHARMACEUTICAL CO., INC.
	By:	/s/ Hirotaka Nakatomi
		Name:	Hirotaka Nakatomi
		Title:	President & Chief Executive Officer
		Date:	July 28, 2009
HISAMITSU U.S., INC.
	By:	/s/ Nobuo Tsutsumi, Ph.D.
		Name:	Nobuo Tsutsumi, Ph.D.
		Title:	Secretary
		Date:	July 28, 2009
NORTHSTAR MERGER SUB, INC.
	By:	/s/ Nobuo Tsutsumi, Ph.D.
		Name:	Nobuo Tsutsumi, Ph.D.
		Title:	Secretary
		Date:	July 28, 2009

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EXHIBIT INDEX

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase dated July 23, 2009.*
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(A)	Joint Press Release issued by Hisamitsu Pharmaceutical Co., Inc., and Noven Pharmaceuticals, Inc. on July 14, 2009, incorporated herein by reference to the Schedule TO filed by Hisamitsu Pharmaceutical Co., Inc. on July 14, 2009.
(a)(5)(B)	Summary Newspaper Advertisement as published in The Wall Street Journal on July 23, 2009.*
(a)(5)(C)	Press Release issued by Hisamitsu Pharmaceutical Co., Inc. on July 23, 2009.*
(a)(5)(D)	Complaint of IBEW Local Union 98, filed in the Court of Chancery of the State of Delaware and dated July 15, 2009.*
(a)(5)(E)	Complaint of Arthur I. Murphy, Jr., filed in the Eleventh Judicial Circuit of Florida and dated July 15, 2009.*
(a)(5)(F)	Complaint of Louisiana Municipal Police Employees, filed in the Court of Chancery of the State of Delaware and dated July 16, 2009.*
(a)(5)(G)	Complaint of Arthur I. Murphy Jr., filed in the Court of Chancery of the State of Delaware and dated July 23, 2009.
(a)(5)(H)	Complaint of Zucker, et al., filed in the Eleventh Judicial Circuit of Florida and dated July 24, 2009.
(a)(5)(I)	Complaint of David Noven, filed in the Eleventh Judicial Circuit of Florida and dated July 24, 2009.
(b)	Not applicable.
(d)(1)	Agreement and Plan of Merger dated as of July 14, 2009, by and among Hisamitsu Pharmaceutical Co., Inc., Hisamitsu U.S., Inc., Northstar Merger Sub, Inc. and Noven Pharmaceuticals, Inc.*
(d)(2)	Confidentiality Agreement, dated as of June 25, 2008, between Hisamitsu Pharmaceutical Co., Inc. and Noven Pharmaceuticals, Inc.*
(d)(3)	Exclusivity Agreement, dated as of June 4, 2009, between Hisamitsu Pharmaceutical Co., Inc. and Noven Pharmaceuticals, Inc.*
(d)(4)	Amended and Restated Employment Agreement, dated July 14, 2009, between Noven Pharmaceuticals, Inc. and Jeffrey Eisenberg.*
(g)	Not applicable.
(h)	Not applicable.

* Previously filed on the Schedule TO, dated July 23, 2009.

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EX-99.A.5.G

Exhibit (a)(5)(G)

EFiled: Jul 23 2009 3:13PM EDT
Transaction ID 26255466
Case No. 4756-

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

ARTHUR I. MURPHY, JR., Individually and	)
on Behalf of All Others Similarly Situated,	)
	)
Plaintiffs,	)
	)
vs.	)
	)
NOVEN PHARMACEUTICALS, INC.,	)
PETER BRANDT, JOHN G. CLARKSON,	)	Civil Action No.
DONALD A. DENKHAUS, PEDRO P.	)
GRANADILLO, FRANCOIS NADER,	)
PHILLIP M. SATOW, ROBERT G. SAVAGE	)
and WAYNE P. YETTER,	)
	)
Defendants.	)
	)

VERIFIED CLASS ACTION COMPLAINT

     Plaintiffs IBEW Local 35 Pension Fund and Arthur I. Murphy, Jr. (“Plaintiffs”), by and through their attorneys, individually and on behalf of all others similarly situated, file this Class Action Complaint (the “Complaint”) against the defendants herein named, and allege as follows:

SUMMARY OF THE ACTION

     1. This is a stockholder class action brought by Plaintiffs on behalf of the public holders of Noven Pharmaceuticals, Inc. (“Noven” or the “Company”) common stock against Noven and its senior officers and directors arising out of their attempts to provide certain Noven insiders and directors with preferential treatment in connection with a definitive merger agreement (“Merger”) with Hisamitsu Pharmaceutical Co., Inc. (“Hisamitsu”). This action seeks equitable relief only.

     2. In pursuing the unlawful plan to squeeze out Noven’s public stockholders for grossly inadequate consideration, the defendants have breached their fiduciary duties of loyalty, due care, independence, candor, good faith and fair dealing, and/or have aided and abetted such breaches by Noven’s officers and directors. Instead of attempting to obtain the highest value reasonably

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available for the Company’s stockholders, defendants spent a substantial effort tailoring the Merger to meet the specific needs of Hisamitsu and certain Noven insiders.

     3. Because defendants dominate and control the business and corporate affairs of Noven and are in possession of private corporate information concerning Noven’s assets, business and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of Noven, which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits to the exclusion of maximizing stockholder value.

     4. In short, the Merger is designed to unlawfully divest Noven’s public stockholders of their holdings without providing them the maximized value they are entitled to. Defendants know that these assets will continue to produce substantial revenue and earnings.

PARTIES

     5. Plaintiffs are, and at all times relevant hereto have been, shareholders of Noven.

     6. Defendant Noven is a Delaware corporation with its principal place of business located at 11960 S.W. 144th Street, Miami, Florida
33186. The Company is publicly traded under the NASDAQ stock ticker “NOVN” and is a specialty pharmaceutical company engaged in the research, development, manufacturing, licensing, marketing and sale of prescription pharmaceutical products.

     7. Defendant Peter Brandt (“Brandt”) is and at all relevant times has been a director of Noven. Defendant Brandt received a 2009 base salary increase of 3% for a total amount of $674,375, in addition to a substantial amount in equity grants in 2008.

     8. Defendant John G. Clarkson (“Clarkson”) is and at all relevant times has been a director of Noven. In 2008, Clarkson received a total of $158,500 in compensation.

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     9. Defendant Donald A. Denkhaus (“Denkhaus”) is and at all relevant times has been a director of Noven. In 2008, Denkhaus received a total of $162,250 in compensation.

     10. Defendant Pedro P. Granadillo (“Granadillo”) is and at all relevant times has been a director of Noven.

     11. Defendant Francois Nader (“Nader”) is and at all relevant times has been a director of Noven.

     12. Defendant Phillip M. Satow (“Satow”) is and at all relevant times has been a director of Noven. In 2008, Satow received a total of $118,500 in compensation.

     13. Defendant Robert G. Savage (“Savage”) is and at all relevant times has been a director of Noven. In 2008, Savage received a total of $160,000 in compensation.

     14. Defendant Wayne P. Yetter (“Yetter”) is and at all relevant times has been a director of Noven, and is Chairman of Noven’s Board of Directors. In 2008, Yetter received a total of $208,983 in compensation.

     15. The defendants named above in ¶¶7-14 are sometimes collectively referred to herein as the “Individual Defendants.”

DEFENDANTS’ FIDUCIARY DUTIES

     16. Under applicable law, in any situation where the directors of a publicly traded corporation undertake a transaction that will result in either: (i) a change in corporate control; or (ii) a break up of the corporation’s assets, the directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation’s shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with these duties, the directors and/or officers may not take any action that:

          (a) adversely affects the value provided to the corporation’s shareholders;

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          (b) will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

          (c) contractually prohibits them from complying with their fiduciary duties;

          (d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or

          (e) will provide the directors and/or officers with preferential treatment at the expense of, or separate from, the public shareholders.

     17. In accordance with their duties of loyalty and good faith, the defendants, as directors and/or officers of Noven, are obligated under applicable law to refrain from:

          (a) participating in any transaction where the directors’ or officers’ loyalties are divided;

          (b) participating in any transaction where the directors or officers receive, or are entitled to receive, a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

          (c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.

     18. Plaintiffs allege herein that defendants, separately and together, in connection with the Merger, are knowingly or recklessly violating their fiduciary duties, including their duties of loyalty, good faith and independence owed to Plaintiffs and other public shareholders of Noven. Defendants stand on both sides of the transaction, are engaging in self dealing, are obtaining for themselves personal benefits, including personal financial benefits not shared equally by Plaintiffs or the Class, and choosing not to provide shareholders with all information necessary to make an informed decision in connection with the Merger. As a result of defendants’ self dealing and divided

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loyalties, neither Plaintiffs nor the Class will receive adequate or fair value for their Noven common stock in the proposed Merger.

     19. Because defendants are knowingly or recklessly breaching their duties of loyalty, good faith and independence in connection with the Merger, the burden of proving the inherent or entire fairness of the Merger, including all aspects of its negotiation, structure, price and terms, is placed upon defendants as a matter of law.

BACKGROUND TO THE PROPOSED MERGER

     20. Noven is a specialty pharmaceutical company engaged in the research, development, manufacturing, licensing, marketing and sale of prescription pharmaceutical products.

     21. Hisamitsu is a Japan-based pharmaceutical company that operates around the world, including in the United States, and maintains business segments dedicated to developing media outlets and the rearing of animals for pharmaceutical research.

     22. On July 14, 2009, Noven announced that it has entered into a definitive merger agreement with Hisamitsu “for total cash consideration of approximately $428 million, or $16.50 per share, in an all-cash tender offer for 100% of the outstanding shares of Noven.”

     23. Although the defendants tout that the “offer price represents a 22% premium to the closing price of Noven’s common stock on July 13, 2009, and a 43% premium to Noven’s average closing price for the preceding 90 days,” the Merger substantially undervalues Noven.

     24. On May 7, 2009, Noven announced its 2009 first fiscal quarter financial results which demonstrate Noven’s meteoric potential. Compared to the corresponding 2008 quarter, Noven enjoyed a 29% increase in revenues and a 75% increase in net income. Likewise, Noven realized total product revenues of 47% in the 2009 quarter compared to 30% in the same quarter in 2008; and, increased research and development expenses by 40% compared to the corresponding quarter in 2008.

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     25. Indeed, defendant Brandt stated, “As our financial result and business highlights suggest, Noven is off to a strong start in 2009, with progress in each of our main business areas.” Brandt went onto to exalt that “for full-year 2009 we continue to expect [one of Noven’s major business segments] to report double-digit earnings growth.”

     26. For another of Noven’s business segments, Brandt stated,

[W]e continue to expect to achieve our gross margin targets for 2009, in part due to the manufacturing improvements implemented in the fourth quarter of 2008. These improvements contributed to a 47% consolidated gross margin for the 2009 Quarter, which is the highest consolidated gross margin reported by the company in over three years.

     27. Brant also added:

At Noven Therapeutics, targeted marketing and selling efforts, as well as closely-managed spending, permitted this unit to contribute on a segment basis $0.5 million (excluding amortization of $0.9 million) to our pre-tax profit in the 2009 Quarter, and advanced our commitment to deliver a $5.0 million improvement in this unit’s pre-tax contribution for full-year 2009 compared to 2008.

*      *      *

More broadly, an improved gross margin, expense controls and other company initiatives permitted us to deliver an 83% increase in pre-tax income in the 2009 Quarter, while increasing our investment in research and development by 40%.... In light of our first quarter performance and our expectations for gross margin and other aspects of our business, we are raising our guidance for 2009 earning per share to $0.95 to $1.05 from our previous range of $0.85 to $0.95.

     28. Noven had $72.2 million in cash and equivalents and $11.8 million in investments at the end of the first fiscal quarter of 2009 compared with the relative respective numbers of $62.9 million and $15.5 million as of December 31, 2008. Additionally, Noven liquidated $39.0 million of its investments at par value during 2008 and an additional $3.7 million at par value during the first fiscal quarter of 2009.

SELF-DEALING

     29. By reason of their positions with Noven, the Individual Defendants are in possession of non-public information concerning the financial condition and prospects of Noven, and especially

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the true value and expected increased future value of Noven and its assets, which they have not disclosed to Noven’s public stockholders. Moreover, despite their duty to maximize shareholder value, the defendants have clear and material conflicts of interest and are acting to better their own interests at the expense of Noven’s public shareholders.

     30. As part of their employment agreements with Noven, the Individual Defendants will enjoy generous change of control and termination payments. For instance, defendant Brandt could receive nearly $2.5 million as a result of the Merger. Indeed, on May 22, 2009, Noven stockholders approved of an Equity Incentive Plan for the benefit of the Individual Defendants.

     31. The proposed sale is wrongful, unfair and harmful to Noven’s public stockholders, and represents an effort by defendants to aggrandize their own financial position and interests at the expense of and to the detriment of Class members. Specifically, defendants are attempting to deny Plaintiffs and the Class their shareholder rights via the sale of Noven on terms that do not adequately value the Company. Accordingly, the Merger will only benefit defendants and Hisamitsu.

     32. In light of the foregoing, the Individual Defendants must, as their fiduciary obligations require:

• Withdraw their consent to the sale of Noven and allow the shares to trade freely;

• Act independently so that the interests of Noven’s public stockholders will be protected;

• Adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize stockholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of Noven’s public stockholders; and

• Consider alternatives to the Merger including the solicitation of bids from interested third-parties to assure that the Company’s shareholders are receiving the maximum value for their shares.

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DEFENDANTS FAILED TO MAXIMIZE SHAREHOLDER VALUE

     33. As a result of defendants’ conduct, Noven’s public stockholders have been and will continue to be denied the fair process and arm’s-length negotiated terms to which they are entitled in a sale of their Company. In order to meet their fiduciary duties, defendants are obligated to maximize shareholder value, not structure a preferential deal for themselves.

     34. The Merger unfairly and unlawfully binds the Company to a business combination with Hisamitsu. The Merger contains a “No Solicitation” provision and a termination fee that could subject the Company to pay Hisamitsu $17.15 million as a penalty for terminating the Merger, and to reimburse Hisamitsu’s actual out-of-pocket expenses of up to $2.0 million in connection with such termination of the Merger.

     35. Likewise, the Individual Defendants agreed to a “top-up” provision that allows Hisamitsu to buy up previously unissued Company shares if shareholders do not tender enough shares for Hisamitsu to squeeze out the minority shareholders via a short-form merger.

     36. The terms of the Merger are unfair to Company shareholders and were entered into in breach of the Individual Defendants’ fiduciary duties.

CLASS ACTION ALLEGATIONS

     37. Pursuant to Court of Chancery Rule 23, Plaintiffs bring this action on their own behalf and as a class action on behalf of all holders of Noven stock who are being and will be harmed by defendants’ actions described herein (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendants.

     38. This action is properly maintainable as a class action.

     39. The Class is so numerous that joinder of all members is impracticable. According to Noven’s Securities and Exchange Commission filings, as of March 2, 2009, there were 24,913,418

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shares of common stock outstanding, shares which are held by hundreds, if not thousands, of beneficial holders.

     40. There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following:

          (a) whether the Individual Defendants have breached their fiduciary duties of undivided loyalty, independence or due care with respect to Plaintiffs and the other members of the Class in connection with the Merger;

          (b) whether the Individual Defendants are engaging in self dealing in connection with the Merger;

          (c) whether the Individual Defendants have breached their fiduciary duty to secure and obtain the best price reasonable under the circumstances for the benefit of Plaintiffs and the other members of the Class in connection with the Merger;

          (d) whether the Individual Defendants are unjustly enriching themselves and other insiders or affiliates of Noven;

          (e) whether the Individual Defendants have breached any of their other fiduciary duties to Plaintiffs and the other members of the Class in connection with the Merger, including the duties of good faith, diligence, honesty and fair dealing;

          (f) whether the Individual Defendants have breached their fiduciary duties of candor to Plaintiffs and the other members of the Class in connection with the Merger by failing to disclose all material information concerning the Merger;

          (g) whether the Individual Defendants, in bad faith and for improper motives, have impeded or erected barriers to discourage other strategic alternatives including offers from interested parties for the Company or its assets;

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          (h) whether Plaintiffs and the other members of the Class would be irreparably harmed were the transactions complained of herein consummated; and

          (i) whether Noven is aiding and abetting the wrongful acts of the Individual Defendants.

     41. Plaintiffs’ claims are typical of the claims of the other members of the Class and Plaintiffs do not have any interests adverse to the Class.

     42. Plaintiffs are adequate representatives of the Class, have retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class.

     43. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class.

     44. Plaintiffs anticipate that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

     45. Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

CAUSES OF ACTION

COUNT I

Claim for Breach of Fiduciary Duties Against the Individual Defendants

     46. Plaintiffs repeat and reallege each allegation set forth herein.

     47. Defendants have knowingly and recklessly and in bad faith violated fiduciary duties of care, loyalty, good faith, candor and independence owed to the public shareholders of Noven and

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have acted to put their personal interests and the interests of Hisamitsu ahead of the interests of Noven’s shareholders.

     48. By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, knowingly or recklessly and in bad faith are attempting to unfairly deprive Plaintiffs and other members of the Class of the true value of their investment in Noven.

     49. Defendants have knowingly or recklessly and in bad faith violated their fiduciary duties by entering into a transaction with Hisamitsu without regard to the fairness of the transaction to Noven’s shareholders and by failing to disclose all material information concerning the Merger to such shareholders.

     50. As demonstrated by the allegations above, defendants knowingly or recklessly failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Noven because, among other reasons:

          (a) they failed to take steps to maximize the value of Noven to its public shareholders to cap the price of Noven’s stock and to give defendants an unfair advantage, by, among other things, failing to solicit other potential acquirors or alternative transactions;

          (b) they failed to properly value Noven;

          (c) they ignored or did not protect against the numerous conflicts of interest resulting from the directors’ own interrelationships or connection with the Merger; and

          (d) they failed to disclose all material information that would permit Noven’s stockholders to cast a fully informed vote on the Merger.

     51. Because defendants dominate and control the business and corporate affairs of Noven, and are in possession of private corporate information concerning Noven’s assets, business and future prospects, there exists an imbalance and disparity of knowledge and economic power

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between them and the public shareholders of Noven which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits to the exclusion of maximizing stockholder value.

     52. By reason of the foregoing acts, practices and course of conduct, defendants have knowingly or recklessly and in bad faith failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward Plaintiffs and the other members of the Class.

     53. Unless enjoined by this Court, defendants will continue to knowingly or recklessly and in bad faith breach their fiduciary duties owed to Plaintiffs and the Class, and may consummate the proposed Merger which will exclude the Class from the maximized value they are entitled to all to the irreparable harm of the Class.

     54. Defendants are engaging in self dealing, are not acting in good faith toward Plaintiffs and the other members of the Class, and knowingly or recklessly have breached and are continuing to breach their fiduciary duties to the members of the Class.

     55. As a result of defendants’ unlawful actions, Plaintiffs and the other members of the Class will be irreparably harmed in that they will not receive the real value of their equity ownership of the Company. Unless the proposed Merger is enjoined by the Court, defendants will continue to knowingly or recklessly and in bad faith breach their fiduciary duties owed to Plaintiffs and the members of the Class, will not engage in arm’s-length negotiations on the Merger terms, and will not supply to Noven’s stockholders sufficient information to enable them to cast informed votes on the proposed Merger and may consummate the proposed Merger, all to the irreparable harm of the members of the Class.

     56. Plaintiffs and the members of the Class have an inadequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiffs and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

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     57. Plaintiffs seek to obtain a non-pecuniary benefit for the Class in the form of injunctive relief against the Individual Defendants. Plaintiffs’ counsel are entitled to recover their reasonable attorneys’ fees and expenses as a result of the conference of a non-pecuniary benefit on behalf of the Class, and will seek an award of such fees and expenses at the appropriate time.

COUNT II

Aiding and Abetting the Individual Defendants’ Breach of Fiduciary Duty
Against Defendant Noven

     58. Plaintiffs repeat and reallege each allegation set forth herein.

     59. Defendant Noven is sued herein as aider and abettor of the breaches of fiduciary duties outlined above by the Individual Defendants, as members of the Board of Noven.

     60. The Individual Defendants breached their fiduciary duties of good faith, loyalty, due care and candor to the Noven shareholders by failing to:

          (a) fully inform themselves of the market value of Noven before entering into the Merger Agreement;

          (b) act in the best interests of the public shareholders of Noven common stock;

          (c) maximize shareholder value;

          (d) obtain the best financial and other terms when the Company’s independent existence will be materially altered by the Merger;

          (e) act in accordance with their fundamental duties of good faith, due care and loyalty;

          (f) put the shareholders’ best interests above those of the Individual Defendants; and

          (g) disclose all material information concerning the transaction to enable Noven’s shareholders to cast informed votes on the Merger.

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     61. Such breaches of fiduciary duties could not and would not have occurred but for the conduct of defendant Noven, which, therefore, aided and abetted such breaches via entering into the Merger with Hisamitsu.

     62. Defendant Noven had knowledge that it was aiding and abetting the Individual Defendants’ breach of their fiduciary duties to the Noven shareholders.

     63. Defendant Noven rendered substantial assistance to the Individual Defendants in their breach of their fiduciary duties to the Noven shareholders.

     64. As a result of Noven’s conduct of aiding and abetting the Individual Defendants’ breaches of fiduciary duties, Plaintiffs and the other members of the Class have been and will be damaged in that they have been and will be prevented from obtaining a fair price for their shares and will not be able to cast informed votes with all material information concerning the Merger.

     65. As a result of the unlawful actions of defendant Noven, Plaintiffs and the other members of the Class will be irreparably harmed in that they will not receive fair value for Noven’s assets and business, will be prevented from obtaining the real value of their equity ownership in the Company, and will be voting on the basis of inadequate and incomplete information concerning the Merger. Unless the actions of defendant Noven are enjoined by the Court, it will continue to aid and abet the Individual Defendants’ breach of their fiduciary duties owed to Plaintiffs and the members of the Class, and will aid and abet a process that inhibits the maximization of shareholder value and the disclosure of material information.

     66. Plaintiffs and the other members of the Class have no adequate remedy at law.

     67. Plaintiffs seek to obtain a non-pecuniary benefit for the Class in the form of injunctive relief against defendant Noven. Plaintiffs’ counsel are entitled to recover their reasonable attorneys’ fees and expenses as a result of the conference of a non-pecuniary benefit on behalf of the Class, and will seek an award of such fees and expenses at the appropriate time.

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PRAYER FOR RELIEF

     WHEREFORE, Plaintiffs demand injunctive relief, in their favor and in favor of the Class and against defendants as follows:

     A. Declaring that this action is properly maintainable as a class action;

     B. Declaring and decreeing that the Merger was entered into in breach of the fiduciary duties of defendants and is therefore unlawful and unenforceable;

     C. Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Merger, unless and until the Company adopts and implements a procedure or process to obtain the highest possible value for shareholders;

     D. Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of Noven’s shareholders until the process for the sale or auction of the Company is completed and the highest possible value is obtained;

     E. Rescinding, to the extent already implemented, the Merger or any of the terms thereof;

     F. Implementation of a constructive trust, in favor of Plaintiffs, upon any benefits improperly received by defendants as a result of their wrongful conduct;

     G. Awarding Plaintiffs the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

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     H. Granting such other and further equitable relief as this Court may deem just and proper.

DATED: July 23, 2009	TAYLOR & MCNEW LLP
	R. BRUCE MCNEW
	/s/ R. Bruce McNew R. BRUCE MCNEW (DE Bar 967)
	2710 Centerville Road, Suite 210
	Wilmington, DE 19808
	Telephone: 302/655-9200
	302/655-9361 (fax)
	Attorneys for Plaintiffs

Of Counsel:

COUGHLIN STOIA GELLER
   RUDMAN & ROBBINS LLP
RANDALL BARON
DAVID WISSBROECKER
655 West Broadway, Suite 1900
San Diego, CA 92101
Telephone: 619/231-1058
619/231-7423 (fax)

and

JONATHAN M. STEIN
STUART A. DAVIDSON
CULLIN A. O’BRIEN
120 E. Palmetto Park Road, Suite 500
Boca Raton, FL 33432
Telephone: 561/750-3000
561/750-3364 (fax)

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ROBERT M. CHEVERIE & ASSOCIATES
GREGORY CAMPORA
Commerce Center One
333 E. River Drive, Suite 101
East Hartford, CT 06108
Telephone: 860/290-9610
860/290-9611 (fax)

LAW OFFICES OF ALFRED G.
   YATES, JR., P.C.
ALFRED G. YATES, JR.
519 Allegheny Building
429 Forbes Avenue
Pittsburgh, PA 15219
Telephone: 412/391-5164
412/471-1033 (fax)

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EX-99.A.5.H

Exhibit (a)(5)(H)

IN THE CIRCUIT COURT OF THE 11^th JUDICIAL CIRCUIT IN AND FOR
DADE COUNTY, FLORIDA

CIVIL DIVISION

CASE NO.: 09-53851-CA08

SCOTT ZUCKER and MARIANA MARTIN-		}
ZUCKER, individually and on behalf of all		)
others similarly situated,		)
		)
		)
	Plaintiffs,	)	CIVIL ACTION
		)
v.		)	FIRST AMENDED CLASS
		)	ACTION COMPLAINT
PETER BRANDT, WAYNE YETTER, JOHN		)
CLARKSON, DONALD DENKHAUS,		)
ROBERT SAVAGE, PEDRO		)
GRANADILLO, PHILLIP SATOW,		)
FRANCOIS NADER, NOVEN		)
PHARMACEUTICALS, INC., HISAMITSU		)
U.S., INC., and NORTHSTAR MERGER		)
SUB, INC.,		)
		)
	Defendants.	)

     Plaintiffs, by their attorneys, allege upon information and belief, except for their own acts, which are alleged on knowledge, as follows:

     Pursuant to Rule 190.4 of the Texas Rules of Civil Procedure, plaintiffs would show that discovery is intended to be conducted under Level 3 of this rule due to the complexity of this case.

INTRODUCTION

     1. Plaintiffs bring this action on behalf of the public stockholders of Noven Pharmaceuticals, Inc. (“Noven” or the “Company”) against Defendants, Noven and its Board of Directors seeking equitable relief for their breaches of fiduciary duty and other violations of state

law arising out of their attempt to sell the Company to Defendants Hisamitsu U.S., Inc., an Northstar Merger Sub, Inc. (collectively “Hisamitsu”) by means of an unfair process and for an unfair price of $16.50 per share in cash for each share of Noven common stock (the “Proposed Transaction”). The Proposed Transaction is valued at approximately $414 million.

JURISDICTION AND VENUE

     2. This Court has jurisdiction over this action because Noven is a Delaware Corporation headquartered and with its principal place of business at 11960 SW 144th Street, Miami, Florida 33186 and is therefore a citizen of Florida.

     3. Venue is proper in this Court because the conduct at issue took place and had an effect in this County.

PARTIES

     4. Plaintiffs are, and have been at all relevant times, the owners of shares of common stock of Noven.

     5. Noven is a corporation organized and existing under the laws of the State of Delaware. It maintains its principal corporate offices at 11960 S.W. 144th Street, Miami, Florida 33186, and engages in the research, development, manufacture, licensing, marketing, and sale of prescription pharmaceutical products. The Company operates through three segments Noven Transdermals, Novogyne, and Noven Therapeutics. The Noven Transdermals segment offers transdermal patches, including Daytrana, Vivelle-Dot, and CombiPatch. These products are used in the treatment of attention deficit hyperactivity disorder and in menopausal hormone therapy. The Novogyne segment, a joint venture with Novartis Pharmaceuticals Corporation, markets and sells transdermal hormone therapy product delivery systems for women under the Vivelle-Dot and CombiPatch brands. The Noven Therapeutics segment offers branded oral prescription psychiatry products consisting of Stavzor, a valproic acid delayed release product for treating

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manic episodes; Pexeva for depressive disorder, panic disorder, obsessive compulsive disorder, and generalized anxiety disorder; and Lithobid, an extended release lithium product for the maintenance of bipolar disorder and the treatment of related manic episodes. The Company also focuses on the development of Mesafem, a non-hormonal therapy in Phase 2 clinical studies for the treatment of vasomotor symptoms associated with menopause. Noven Pharmaceuticals markets its products primarily in the United States, and has out-licensed products to third parties in Canada, and Japan, as well as in Europe. It has collaboration with Procter & Gamble Pharmaceuticals, Inc. for the development of a low-dose testosterone patch for hypoactive sexual desire disorder.

     6. Defendant Peter Brandt (“Brandt”) has been the President, Chief Executive Officer, and a Director of the Company since 2008.

     7. Defendant Wayne Yetter (“Yetter”) has been the Chairman of the Board of the Company since 2008.

     8. Defendant John Clarkson (“Clarkson”) has been a Director of the Company since 2000.

     9. Defendant Donald Denkhaus (“Denkhaus”) has been a Director of the Company since 2004.

     10. Defendant Robert Savage (“Savage”) has been a Director of the Company since 2004.

     11. Defendant Pedro Granadillo (“Granadillo”) has been a Director of the Company since 2004.

     12. Defendant Phillip Satow (“Satow”) has been a Director of the Company since 2007.

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     13. Defendant Francois Nader (“Nader”) has been a Director of the Company since 2009.

     14. Defendants referenced in ¶¶ 4 through 11 are collectively referred to as Individual Defendants and/or the Noven Board. The Individual Defendants as officers and/or directors of Noven, have a fiduciary relationship with Plaintiffs and other public shareholders of Noven and owe them the highest obligations of good faith, fair dealing, loyalty and due care.

     15. Defendant Hisamitsu U.S., Inc. is a Delaware Corporation that is a wholly owned subsidiary of Hisamitsu Pharmaceutical Co., Inc., a leading pharmaceutical company that develops and markets ethical and over-the-counter pharmaceutical products using TDDS technology.

     16. Defendant Northstar Merger Sub, Inc. is a Delaware Corporation wholly owned by Hisamitsu that was created for the purposes of effectuating the Proposed Transaction.

INDIVIDUAL DEFENDANTS’ FIDUCIARY DUTIES

     17. By reason of Individual Defendants’ positions with the Company as officers and/or Directors, they are in a fiduciary relationship with Plaintiffs and the other public shareholders of Noven and owe them, as well as the Company, a duty of highest good faith, fair dealing, loyalty and full, candid and adequate disclosure, as well as a duty to maximize shareholder value.

     18. Where the officers and/or Directors of a publicly traded corporation undertake a transaction that will result in either: (i) a change in corporate control; (ii) a break up of the corporation’s assets; or (iii) sale of the corporation, the Directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation’s shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled

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to receive a significant premium. To diligently comply with their fiduciary duties, the Directors and/or officers may not take any action that:

     (a) adversely affects the value provided to the corporation’s shareholders;

     (b) favors themselves or will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

     (c) contractually prohibits them from complying with their fiduciary duties;

     (d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or

     (e) will provide the Directors and/or officers with preferential treatment at the expense of, or separate from, the public shareholders.

     19. In accordance with their duties of loyalty and good faith, the Individual Defendants, as Directors and/or officers of Noven, are obligated to refrain from:

     (a) participating in any transaction where the Directors or officers’ loyalties are divided;

     (b) participating in any transaction where the Directors or officers receive, or are entitled to receive, a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

     (c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.

     20. Plaintiffs allege herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction are knowingly or recklessly violating their fiduciary duties, including their duties of loyalty, good faith and independence owed to Plaintiffs and other public shareholders of Noven, or are aiding and abetting others in violating those duties.

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     21. Defendants also owe the Company’s stockholders a duty of truthfulness, which includes the disclosure of all material facts concerning the Proposed Transaction and, particularly, the fairness of the price offered for the stockholders’ equity interest. Defendants are knowingly or recklessly breaching their fiduciary duties of candor and good faith by failing to disclose all material information concerning the Proposed Transaction, and/or aiding and abetting other Defendants’ breaches.

CONSPIRACY, AIDING AND ABETTING AND CONCERTED ACTION

     22. In committing the wrongful acts alleged herein, each of the Defendants has pursued, or joined in the pursuit of, a common course of conduct, and acted in concert with and conspired with one another, in furtherance of their common plan or design. In addition to the wrongful conduct herein alleged as giving rise to primary liability, the Defendants further aided and abetted and/or assisted each other in breach of their respective duties as herein alleged.

     23. During all relevant times hereto, the Defendants, and each of them, initiated a course of conduct which was designed to and did: (i) permit Hisamitsu to attempt to eliminate the public shareholders’ equity interest in Noven pursuant to a defective sales process, and (ii) permit Hisamitsu to buy the Company for an unfair price. In furtherance of this plan, conspiracy and course of conduct, Defendants, and each of them, took the actions as set forth herein.

     24. Each of the Defendants herein aided and abetted and rendered substantial assistance in the wrongs complained of herein. In taking such actions, as particularized herein, to substantially assist the commission of the wrongdoing complained of, each Defendant acted with knowledge of the primary wrongdoing, substantially assisted the accomplishment of that wrongdoing, and was aware of his or her overall contribution to, and furtherance of, the wrongdoing. The Defendants’ acts of aiding and abetting included, inter alia, the acts each of

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them are alleged to have committed in furtherance of the conspiracy, common enterprise and common course of conduct complained of herein.

CLASS ACTION ALLEGATIONS

     25. Plaintiffs bring this action on their own behalf and as a class action on behalf of all owners of Noven common stock and their successors in interest, except Defendants and their affiliates (the “Class”).

     26. This action is properly maintainable as a class action for the following reasons:

     (a) the Class is so numerous that joinder of all members is impracticable. As of July 21, 2009, Noven has approximately 25.06 million shares outstanding.

     (b) questions of law and fact are common to the Class, including, inter alia, the following:

     (i) Have the Individual Defendants breached their fiduciary duties owed by them to Plaintiffs and the others members of the Class;

     (ii) Are the Individual Defendants, in connection with the Proposed Transaction pursuing a course of conduct that does not maximize Noven’s value in violation of their fiduciary duties;

     (iii) Have the Individual Defendants misrepresented and omitted material facts in violation of their fiduciary duties owed by them to Plaintiffs and the other members of the Class;

     (iv) Have Noven and Hisamitsu aided and abetted the Individual Defendants’ breaches of fiduciary duty; and

     (v) Is the Class entitled to injunctive relief or damages as a result of Defendants’ wrongful conduct.

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     (c) Plaintiffs are committed to prosecuting this action and have retained competent counsel experienced in litigation of this nature.

     (d) Plaintiffs’ claims are typical of those of the other members of the Class.

     (e) Plaintiffs have no interests that are adverse to the Class.

     (f) The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications for individual members of the Class and of establishing incompatible standards of conduct for Defendants.

     (g) Conflicting adjudications for individual members of the Class might as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

SUBSTANTIVE ALLEGATIONS

     27. Noven had an outstanding 2008, and was poised for growth in 2009. As stated by Defendant Brandt on March 5, 2009, announcing the Company’s 2008 financial results:

“In 2008, we made significant progress in advancing our opportunities and addressing our challenges. Novogyne once again delivered outstanding results, with our equity in earnings of Novogyne increasing 27% over 2007 to $45.6 million. At Noven, we strengthened our balance sheet and cash position, made substantial progress toward a solution to the Daytrana peel force issue, launched a new product, refocused and enhanced our transdermal development activities, and commenced a Phase 2 study for Mesafem — our non-hormonal therapy for vasomotor symptoms — that should help meet an important patient need. Across the organization, we prioritized our opportunities and focused our resources on the disciplined execution of our strategies.”

Brandt continued: “We believe our progress in 2008 — and our strategy and plans for Noven and Novogyne in the current year — position us to deliver improvement in revenues, profitability, and earnings per share in 2009, while continuing to invest in Mesafem and other developmental products that have the potential to meaningfully benefit patients and reward shareholders for the longer term.”

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     28. Prior to the announcement of the Proposed Transaction, Noven was off to a very strong start in 2009. On May 7, 2009, Noven reported financial results for the first quarter of 2009, reporting net revenues of $27.6 million, an increase of 29% compared to the first quarter of 2008 and net income of $4.5 million, an increase of 73% compared to the first quarter of 2008. As stated by the Company’s CEO, Peter Brandt:

“As our financial results and business highlights suggest, Noven is off to a strong start in 2009, with progress in each of our main business areas,” said Peter Brandt, Noven’s President and Chief Executive Officer. “At our Novogyne joint venture, demand for Vivelle-Dot continues to grow, with new prescriptions based on weekly data for the 2009 Quarter increasing 8% compared to the 2008 Quarter. Although inventory reductions in the distribution channel and the timing of certain expenses impacted the joint venture’s bottom line for the quarter, for full-year 2009 we continue to expect Novogyne to report double-digit earnings growth.”

     29. In addition, due to their strong performance during the first quarter of 2009, the Company raised its guidance for 2009:

“More broadly, an improved gross margin, expense controls and other company initiatives permitted us to deliver an 83% increase in pre-tax income in the 2009 Quarter, while increasing our investment in research and development by 40%,” said Brandt. “In light of our first quarter performance and our expectations for gross margin and other aspects of our business, we are raising our guidance for 2009 earnings per share to $0.95 to $1.05 from our previous range of $0.85 to $0.95.”

     30. On July 14, 2009, the Company announced that its Phase 2 clinical study evaluating Mesagem, a non-hormonal therapy for the treatment of vasomotor symptoms associated with menopause, had achieved top-line results, had exceeded the Company’s expectations, and would allow the Company to expedite Mesafem into Phase 3 development:

Miami, FL — July 14, 2009 — Noven Pharmaceuticals, Inc. (NASDAQ: NOVN) today announced positive top-line results from its Phase 2 clinical study evaluating Mesafem™ (low-dose paroxetine mesylate) for the treatment of vasomotor symptoms (hot flashes) associated with menopause (“VMS”).

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This was a multi-center, double-blind, randomized, placebo-controlled Phase 2 efficacy and safety study of Mesafem in the treatment of VMS. The eight-week study, sponsored by Noven, enrolled 102 patients (with 98 patients completing) at ten clinical locations in the U.S. Patients in the active arm of the study received a dose of Mesafem below 10mg once daily. The primary objective of the study was to assess the safety and efficacy of Mesafem for the treatment of VMS. The primary outcome measures were mean changes in frequency and severity of moderate-to-severe hot flashes from baseline to the fourth and eighth weeks of the study.

“Although designed and powered to detect an efficacy signal, we were very pleased to achieve statistical significance in several primary outcome measures, and to identify clear efficacy signals in the others,” said Joel S. Lippman, M.D., Noven’s Vice President — Clinical Development & Chief Medical Officer. “Safety and tolerability of Mesafem were similar to placebo, with no drug-related serious adverse events. In short, Mesafem appears to be efficacious and well-tolerated at the tested dose, and information from this study should permit us to develop and initiate a well-designed and cost-effective Phase 3 clinical program by year-end.”

Peter Brandt, Noven’s President & CEO, said: “Today’s Phase 2 results exceeded all our internal expectations from the standpoints of both efficacy and tolerability. With the data from this study, we plan to expedite Mesafem into Phase 3 development, and to advance our commercialization and partnering strategies, with the goal of making this new non-hormonal treatment option broadly available to women who suffer from VMS, but who are not candidates for, or who have concerns about, hormone therapy.”

     31. Although the Company had made significant progress in 2008, was off to a strong start in 2009, and had just exceeded expectations in Phase 2 of their Mesafem product, in a press release dated July 14, 2009, the Company announced that it had entered into a merger agreement with Hisamitsu, stating:

Miami, Florida USA and Tosu, Saga Japan — July 14, 2009 — Noven Pharmaceuticals, Inc. (NASDAQ: NOVN) and Hisamitsu Pharmaceutical Co., Inc. (TSE: 4530) today jointly announced that they have entered into a definitive merger agreement pursuant to which Hisamitsu has proposed to acquire Noven for total cash consideration of approximately $428 million, or $16.50 per share, in an all-cash tender offer for 100% of the outstanding shares of Noven. The offer price represents a 22% premium

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to the closing price of Noven’s common stock on July 13, 2009, and a 43% premium to Noven’s average closing price for the preceding 90 days.

The acquisition is expected to be effectuated through a cash tender offer by a wholly-owned subsidiary of Hisamitsu for the outstanding shares of Noven. The tender offer, if successful, would be followed by the merger of the Hisamitsu subsidiary with and into Noven, with Noven surviving as a wholly-owned subsidiary of Hisamitsu.

The companies expect that Noven will continue as a standalone business unit, operating at its current locations in Miami and New York with its existing work force.

* * *

The merger agreement was unanimously approved by the boards of directors of both Noven and Hisamitsu. The tender offer is expected to commence by July 28, 2009, and to last for 20 business days. Consummation of the tender offer is subject to the satisfaction of certain customary conditions, including the tender of a majority of the outstanding shares of Noven on a fully-diluted basis and the receipt of regulatory approvals. Hisamitsu’s shareholders are not required to vote on or approve the tender offer or merger. Hisamitsu is currently the beneficial owner of 1,240,000 shares of Noven common stock, representing approximately 4.9% of shares outstanding.

     32. On that same day, the Company filed a Form 8-K with the United States Securities and Exchange Commission (“SEC”) wherein it disclosed the operating Agreement and Plan of Merger for the Proposed Transaction (the “Merger Agreement”). The announcement and filings reveal that the Proposed Transaction is the product of a flawed sales process and is being consummated at an unfair price. According to the terms of the Merger Agreement, the Proposed Transaction would take the form of an offer by Hisamitsu to purchase all issued and outstanding shares of Noven at a price of $16.50 per share (the “Tender Offer”).

     33. On July 23, 2009, Hisamitsu filed a Schedule TO with the SEC setting forth the terms of the Tender Offer. The Tender Offer commenced on July 23, 2009 and is set to expire on August 19, 2009.

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THE FLAWED SALES PROCESS

     34. On February 5, 2009, during a regularly scheduled Board meeting, Noven management and Board members discussed the possibility of Noven pursuing acquisitions or business combinations, and determined that doing so would not likely maximize shareholder value.

     35. Despite that determination, on March 31, 2009, Noven engaged J.P. Morgan Securities Inc. (“JP Morgan”) as a financial advisor to assist in possible negotiations at a meeting proposed by Hisamitsu, who had previously expressed interest in acquiring Noven. Representatives of Noven, Hisamitsu, JP Morgan and Lazard Freres K.K. (“Lazard”), Hisamitsu’s financial advisor, met on April 14, 2009 whereupon Hisamitsu proposed to purchase all outstanding shares of Noven at $14.00 per share in cash.

     36. On May 20, 2009, the Board authorized management to grant exclusivity to Hisamitsu, despite not having contacted any other potential buyers or engaging in a competitive bidding process to maximize shareholder value. Between first receiving Hisamitsu’s April 14, 2009 offer and the May 20, 2009 meeting, Noven failed to canvass the market and engaged in absolutely no efforts to contact potential buyers. During an April 23, 2009 Board meeting, the board considered Company A, who had an interest in Noven’s “transdermal” technology and who had in the past expressed interest in acquiring Noven. There is no indication that Company A was ever contacted regarding its potential interest in Noven.

     37. In fact, during the May 20, 2009 meeting, the Board explicitly decided not to perform a “market check” and thereby disregarded its fiduciary duty to Noven shareholders to maximize shareholder value (their “Revlon duties”).

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     38. On June 4, 2009, Noven and Hisamitsu entered an exclusivity agreement which among other things prevented Noven from soliciting interest from or providing information to potential buyers of the Company until the end of the exclusivity period on July 1, 2009.

     39. Noven and the Individual Defendants’ failure to shop the company or to encourage competitive bidding is a blatant violation of their Revlon duties to maximize shareholder value.

THE PRECLUSIVE DEAL PROTECTION DEVICES

     40. As part of the Merger Agreement, Defendants agreed to certain onerous and preclusive deal protection devices that operate conjunctively to make the Proposed Transaction a fait d’accompli and ensure that no competing offers will emerge for the Company.

     41. First, the Merger Agreement contains a strict “no shop” provision prohibiting the members of the Noven Board from taking any affirmative action to comply with their fiduciary duties to maximize shareholder value, including soliciting proposals relating to alternative tender offer or business combinations. The Merger Agreement also includes a strict “standstill” provision which prohibits, except under extremely limited circumstances, the Defendants from even engaging in discussions or negotiations relating to proposals regarding alternative business combinations. In addition to the no-shop and standstill provisions, the Merger Agreement includes a $17,150,000 termination fee that in combination will all but ensure that no competing offer will be forthcoming.

     42. Section 5.04 of the Merger Agreement severely restricts the Board’s ability to enter into discussions and negotiations involving a competing unsolicited bid requiring the Board to (i) determine in good faith after consulting with the Company’s outside legal counsel and financial advisors that the competing bid would reasonably be expected to result in a superior proposal; (ii) give Hisamitsu notice to the effect that the Company entering into discussions or

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negotiations with another bidder; (iii) receive from the bidder an executed confidentiality agreement; and (iv) keep Hisamitsu informed, on a current basis, of the status of any discussions or negotiations with other bidders.

     43. Further, Section 5.04(b) provides a limited exception under which the Board may recommend an alternative acquisition proposal, requiring the Board to (i) provide Hisamitsu with written notice that the Company has received a superior proposal, specifying the material terms and conditions of the superior proposal and, (ii) provide Hisamitsu with a 5 business days period during which the Company is required to negotiate in good faith with Hisamitsu so that Hisamitsu may propose a modification to the Merger Agreement for the purpose of causing the alternative acquisition proposal to no longer be a superior proposal. These provisions further discourage bidders from making a competing bid for the Company.

     44. Thus, even if the Noven Board receives an intervening bid that appeared to be “superior” to Hisamitsu’s offer, they are precluded from even entering into discussions and negotiations unless they first reasonably determine in good faith that the alternative proposal is, in fact, “superior.” Consequently, this provision prevents the Noven Board from exercising their fiduciary duties and precludes an investigation into competing proposals unless, as a prerequisite, the majority of the Noven Board first determines that the proposal is superior.

     45. In addition to the unreasonably high standard that must be met for the Board to even consider a competing bid, the Company must also notify Hisamitsu promptly before recommending accepting that alternative bid, giving Hisamitsu an opportunity to match the terms of any competing bid. Obviously, no potential bidder will waste time and resources to make a competing bid that Hisamitsu can simply match.

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     46. Moreover, Section 5.04(e) defines a Superior Proposal as a proposal that is more favorable to the Company’s stockholders from a “financial point of view” than the Proposed Transaction, thus preventing the Company from accepting an alternative proposal that is meritorious for reasons other than financial superiority.

THE MATERIALLY MISLEADING AND/OR INCOMPLETE
RECOMMENDATION STATEMENT

     47. On July 23, 2009, Noven filed a Schedule 14D-9 Solicitation/Recommendation Statement (the “Recommendation Statement”) with the SEC in connection with the Proposed Transaction.

     48. The Recommendation Statement fails to provide the Company’s shareholders with material information and/or provides them with materially misleading information thereby rending the shareholders unable to make an informed decision on whether to tender their shares according to the terms of the Tender Offer.

     49. For example, the Recommendation Statement completely fails to disclose the underlying methodologies, projections, key inputs and multiples relied upon and observed JP Morgan, the Company’s financial advisor, so that shareholders can properly assess the credibility of the various analyses performed by JP Morgan and relied upon by the Board in recommending the Proposed Transaction. In particular, the Recommendation Statement is deficient and should provide, inter alia, the following:

(i)	The financial projections and forecasts of the Company relied upon by JP Morgan in rendering its fairness opinion, especially considering all of their analyses utilize solely forward-looking multiples.
(ii)	The number and identity of the equity research analysts considered in the Analyst Price Targets analysis performed by JP Morgan and the price target of each research analyst.

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(iii)	The calendar year 2009 estimated EBITDA of the Company, considering that in the Selected Public Companies Analysis, a reference range of 4.0x to 5.0x applied to the 2009 estimated EBITDA yielded an implied per share value of the Company of $10.83 to $12.72.
(iv)	The criteria utilized by JP Morgan to select the companies and multiples used in its Selected Public Companies Analysis.
(v)	The multiples observed for each company (or at least the high/median/mean/low range) in the Selected Public Companies Analysis and the criteria used to select the reference ranges applied to Noven’s corresponding financial data for each multiple.
(vi)	Noven’s implied multiple for enterprise value/EBITDA for 2009 and 2010 and enterprise value/revenue for 2009.
(vii)	The unlevered free cash flows that each of the Company’s business segments is expected to generate during the forecast period, the terminal values applied for each business segment, and the perpetuity growth rate or terminal revenue multiples used by JP Morgan in its Discounted Cash Flow Analysis, as well as its criteria for selecting discount rates for each segment (Transdermals: 10% - 14%; Therapeutics: 15% - 20%; Novogyne: 12% - 15%; Corporate: 10% - 14%).
(viii)	The reasons why in the case of the Transdermals and Corporate segments, the Forecast Period applied was 2009-2018, but for the Novogyne segment the period applied was 2009-2024 and for the Therapeutics segment the period applied was 2009-2035.
(ix)	The share count that was used when calculating the implied valuation range for the Selected Public Companies Analysis and the Discounted Cash Flow Analysis.
(x)	The selection criteria used and the companies selected by JP Morgan to select the companies used in the Selected Transaction Analysis.

     50. Further, the Recommendation Statement omits material information regarding the financial advisor retained in connection with the Proposed Transaction. Specifically, the Recommendation Statement states that JP Morgan was retained as the Company’s financial

- 16 -

advisor in the Proposed Transaction but fails to inform the shareholders of the criteria used for selecting JP Morgan or of which other investment advisors (if any) were considered.

     51. Also, the Recommendation Statement fails to provide material disclosures concerning the process and criteria JP Morgan utilized, if any, to identify potential partners. In particular, the Recommendation Statement fails to inform the shareholders regarding the criteria implemented by JP Morgan in failing to propose a single potential financial buyer, JP Morgan’s reasons for failing to contact Company A regarding its potential interest in acquiring Noven, or, if it did contact Company A, what the level of Company A’s interest was, and whether JP Morgan considered the timing of the proposed transaction to be appropriate given the perceived dearth of potential financial buyers and the Company’s recent determination that a business combination would not maximize shareholder value.

CLAIM FOR RELIEF

COUNT I
Breach of Fiduciary Duty — Failure to Maximize Shareholder Value
(Against All Individual Defendants)

     52. Plaintiffs repeat all previous allegations as if set forth in full herein.

     53. As directors of Noven, the Individual Defendants stand in a fiduciary relationship to Plaintiffs and the other public stockholders of the Company and owe them the highest fiduciary obligations of loyalty and care. The Individual Defendants’ recommendation of the Proposed Transaction will result in change of control of the Company which imposes heightened fiduciary responsibilities to maximize Noven’s value for the benefit of the stockholders and requires enhanced scrutiny by the Court.

     54. As discussed herein, the Individual Defendants have breached their fiduciary duties to Noven shareholders by failing to engage in an honest and fair sale process.

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     55. As a result of the Individual Defendants’ breaches of their fiduciary duties, Plaintiffs and the Class will suffer irreparable injury in that they have not and will not receive their fair portion of the value of Noven’s assets and will be prevented from benefiting from a value-maximizing transaction.

     56. Unless enjoined by this Court, the Individual Defendants will continue to breach their fiduciary duties owed to Plaintiffs and the Class, and may consummate the Proposed Transaction, to the irreparable harm of the Class.

     57. Plaintiffs and the Class have no adequate remedy at law.

COUNT II
Breach of Fiduciary Duty — Disclosure
(Against Individual Defendants)

     58. Plaintiff repeats all previous allegations as if set forth in full herein.

     59. The fiduciary duties of the Individual Defendants in the circumstances of the Proposed Transaction require them to disclose to Plaintiff and the Class all information material to the decisions confronting Noven’s shareholders.

     60. As set forth above, the Individual Defendants have breached their fiduciary duty through materially inadequate disclosures and material disclosure omissions.

     61. As a result, Plaintiff and the Class members are being harmed irreparably.

     62. Plaintiff and the Class have no adequate remedy at law.

COUNT III
Aiding and Abetting
(Against Noven and Hisamitsu)

     63. Plaintiffs repeat all previous allegations as if set forth in full herein.

     64. As alleged in more detail above, Noven and Hisamitsu are well aware that the Individual Defendants have not sought to obtain the best available transaction for the Company’s

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public shareholders. Defendants Noven and Hisamitsu aided and abetted the Individual Defendants’ breaches of fiduciary duties.

     65. As a result, Plaintiffs and the Class members are being harmed.

     66. Plaintiffs and the Class have no adequate remedy at law.

     WHEREFORE, Plaintiffs demand judgment against Defendants jointly and severally, as follows:

          (A) declaring this action to be a class action and certifying Plaintiffs as the Class representatives and their counsel as Class counsel;

          (B) enjoining, preliminarily and permanently, the Proposed Transaction;

          (C) in the event that the transaction is consummated prior to the entry of this Court’s final judgment, rescinding it or awarding Plaintiffs and the Class rescissory damages;

          (D) directing that Defendants account to Plaintiffs and the other members of the Class for all damages caused by them and account for all profits and any special benefits obtained as a result of their breaches of their fiduciary duties;

          (E) awarding Plaintiffs the costs of this action, including a reasonable allowance for the fees and expenses of Plaintiffs’ attorneys and experts; and

          (F) granting Plaintiffs and the other members of the Class such further relief as the Court deems just and proper.

\\

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July 24, 2009

Respectfully submitted,

/s/ Hector Pena/w. permission JM

JOHN H. RUIZ, P.A.

Hector A. Pena, Esq.

FBN: 22503

5040 NY 7 ST

Suite 920

Miami, Florida 33126

Tel: 305-649-0020

And

LEVI & KORSINSKY, LLP

Eduard Korsinsky, Esq. (to be admitted pro hac vice)

Juan E. Monteverde, Esq. (to be admitted pro hac vice)

30 Broadway — 15^th Floor

New York, NY 10004

(212) 363-7500

(212) 363-7171

Attorneys for Plaintiffs

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EX-99.A.5.I

Exhibit (a)(5)(I)

IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT
IN AND FOR MIAMI-DADE COUNTY, FLORIDA

DAVID NOVEN, on behalf of himself and all		X	Case No. 09-55413 CA20
others similarly situated,		¦		[STAMP] ORIGINAL FILED JUL 24 2009 HARVEY RUVIN CLERK
		¦
	Plaintiff,	¦
		¦
vs.		¦
		¦
WAYNE P. YETTER, PETER BRANDT, JOHN G. CLARKSON, DONALD A. DENKHAUS, PHILLIP M. SATOW, ROBERT G. SAVAGE, PEDRO P. GRANADILLO, FRANCOIS NADER, NOVEN PHARMACEUTICALS, INC., and HISAMITSU PHARMACEUTICAL COMPANY, INC.,		¦
		¦
		¦	CLASS REPRESENTATION
		¦
		¦
		¦	DEMAND FOR JURY TRIAL
		¦
		¦
		¦
	Defendants.	X

SHAREHOLDER’S CLASS ACTION COMPLAINT

     Plaintiff, David Noven, by his undersigned attorneys, makes the following allegations upon information and belief, except as to those allegations specifically pertaining to plaintiff and his counsel or which are predicated upon, inter alia, a review of public filings made with the Securities and Exchange Commission (“SEC”), press releases and reports, and an investigation undertaken by plaintiff’s counsel. Plaintiff believes that further evidentiary support will exist for the allegations set forth below after a reasonable opportunity for discovery.

NATURE OF THE ACTION

     1. This is a class action on behalf of the public stockholders of Noven Pharmaceuticals, Inc. (“Noven” or the “Company”) seeking to enjoin certain actions of the defendants related to the proposed acquisition of Noven by Hisamitsu Pharmaceutical Company, Inc. (“Hisamitsu”). On or about July 14, 2009, Noven announced that the Company and Hisamitsu had entered into a definitive merger agreement for Hisamitsu to acquire Noven in an all cash tender offer for one hundred percent of the outstanding shares of Noven (the “Merger”). As described herein, the defendant directors of Noven have breached their fiduciary duties in connection with the proposed acquisition by Hisamitsu, by among other things, failing to maximize shareholder value.

JURISDICTION AND VENUE

     2. This Court has jurisdiction over each Defendant named herein because each Defendant is either a corporation that conducts business in and maintains operations in this County, or is an individual who has sufficient minimum contacts with Florida so as to render the exercise of jurisdiction by the Florida courts permissible under traditional notions of fair play and substantial justice.

     3. Venue is proper in this Court because one or more of the Defendants either resides in or maintains executive offices in this County, a substantial portion of the transactions and wrongs complained of herein, including the Defendants’ primary participation in the wrongful acts detailed herein and aiding and abetting and conspiracy in violation of fiduciary duties owed to Noven’s shareholders occurred in this County, and Defendants have received substantial compensation in this County by doing business here and engaging in numerous activities that had an effect in this County.

THE PARTIES

     4. Plaintiff, David Noven, is the owner of common stock of Noven and has been the owner of such shares continuously since prior to the wrongs complained of herein.

     5. Defendant Noven is a corporation duly existing and organized under the laws of the State of Delaware, with its principal executive offices located at 11960 South West 144^th Street, Miami, Florida, 33186. The Company engages in the research, development, manufacture, licensing, marketing, and sale of prescription pharmaceutical products. Noven is and at all times relevant hereto was listed and traded on the NASDAQ under the symbol “NOVN”.

     6. Defendant Wayne P. Yetter (“Yetter”) is the non-executive Chairman of Noven and a director of the Company.

     7. Defendant Peter Brandt (“Brandt”) is the President and Chief Executive Officer of Noven and a director of the Company.

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     8. Defendant John G. Clarkson (“Clarkson”) is a director of the Company and serves on the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

     9. Defendant Donald A. Denkhaus (“Denkhaus”) is a director of the Company and serves on the Company’s Audit Committee.

     10. Defendant Phillip M. Satow (“Satow”) is a director of the Company.

     11. Defendant Robert G. Savage (“Savage”) is a director of the Company and serves on the Company’s Compensation Committee and Nominating and Corporate Governance Committee.

     12. Defendant Pedro P. Granadillo (“Granadillo”) is a director of the Company and serves on the Company’s Audit Committee and Compensation Committee.

     13. Defendant Francois Nader (“Nader”) is a director of the Company and serves on the Company’s Audit Committee.

     14. Defendant Hisamitsu is a Japanese company located in Saga, Japan, and specializes in the production of over-the-counter pharmaceutical products.

     15. The defendants referred to in paragraphs 4 through 11 are collectively referred to herein as the “Individual Defendants.”

     16. By reason of the above Individual Defendants’ positions with the Company as officers and/or directors, said individuals are in a fiduciary relationship with plaintiff and the other public stockholders of Noven, and owe plaintiff and the other members of the class the highest obligations of good faith, fair dealing, due care, loyalty and full, candid and adequate disclosure.

FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS

     17. Applicable law imposes on every corporate director the duty of acting in good faith, in a manner such director believes to be in the best interests of shareholders and with such care, including reasonable inquiry, as an ordinarily prudent person.

     18. In any situation where the directors of a publicly traded company decide that it is in the shareholders’ interest to sell the company, the directors must take all steps reasonably required to maximize the value that shareholders receive. To diligently comply with this duty, the directors of a corporation may not take any action that:

3

          (a) adversely effects the value provided to the corporation’s shareholders;

          (b) will discourage or inhibit alternative offers to purchase control of the corporation or its assets; and/or

          (c) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders.

     19. As described herein, the Individual Defendants have breached their fiduciary duties as they have agreed to sell Noven without attempting to maximize shareholder value.

CLASS ACTION ALLEGATIONS

     20. Plaintiff brings this action individually and as a class action, pursuant to Rule 1.220 of the Florida Rules of Civil Procedure, on behalf of all common stockholders of the Company (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation or other entity related to or affiliated with any of the defendants,

     21. This action is properly maintainable as a class action.

     22. The Class is so numerous that joinder of all members is impracticable. As of July 13, 2009, there were approximately 29.4 million shares of Noven common stock outstanding.

     23. There are questions of law and fact which are common to the Class including, inter alia, the following:

          (a) whether the defendants, by entering into an agreement for the Merger (the (“Merger Agreement”), have breached, or caused to be breached, fiduciary duties owed to plaintiff and the other members of the Class;

          (b) whether the Merger is grossly unfair to the Class; and

          (c) whether plaintiff and the other members of the Class would be irreparably damaged were the transaction complained of herein consummated.

     24. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class.

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Accordingly, Plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

     25. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for defendants. Furthermore, separate adjudications with respect to individual members of the Class could as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

     26. Defendants have acted, or refused to act, on grounds generally applicable to, and causing injury to, the Class and, therefore, preliminary and final injunctive relief on behalf of the Class as a whole is appropriate.

SUBSTANTIVE ALLEGATIONS

Background of the Merger

     27. In the first six months of 2009, Noven repeatedly extolled the success of its products and the viability of Noven as a long-term investment. On March, 2009, the Company announced its financial results for the quarter and year ended December 31, 2008 in which defendant Brandt stated, in pertinent part:

We believe our progress in 2008 — and our strategy and plans for Noven and Novogyne in the current year — position us to deliver improvement in revenues, profitability, and earnings per share in 2009, while continuing to invest in Mesafem and other developmental products that have the potential to meaningfully benefit patients and reward shareholders for the longer term.

     28. On May 7, 2009, Noven issued a press release announcing its financial results for the quarter ended March 31, 2009, in which Brandt again extolled the long-term investment opportunities at Noven. Brandt stated, in pertinent part;

As our financial results and business highlights suggest, Noven is off to a strong start in 2009, with progress in each of our main business areas.... More broadly, an improved gross margin, expense controls and other company

5

initiatives permitted us to deliver an 83% increase in pre-tax income in the 2009 Quarter, while increasing our investment in research and development by 40%,” said Brandt. “In light of our first quarter performance and our expectations for gross margin and other aspects of our business, we are raising our guidance for 2009 earnings per share to $0.95 to $1.05 from our previous range of $0.85 to $0.95.

     29. On July 14, 2009, the same day as the Company announced the Merger, Noven also announced that a key product, Mesafem, had met study goals and was being expedited into the next phase of development.

The Merger With Hisamitsu

     30. On July 14, 2009, the Company announced the Merger and that Noven and Hisamitsu had entered into definitive merger agreement pursuant to which Hisamitsu has proposed to acquire Noven for total cash consideration of approximately $428 million, or $16.50 per share, in an all-cash tender offer for 100% of the outstanding shares of Noven. The Company announced that the acquisition was expected to be effectuated through a cash tender offer by a wholly-owned subsidiary of Hisamitsu for the outstanding shares of Noven. The tender offer, if successful, would be followed by the merger of the Hisamitsu subsidiary with and into Noven, with Noven surviving as a wholly-owned subsidiary of Hisamitsu.

     31. The $16.50 offer price represents just a 22% premium to the closing price of Noven’s common stock on July 13, 2009. Furthermore, the total cash consideration means Noven’s common stockholders will be deprived of the long-term value of Noven.

     32. The same day, the Company announced that the Merger Agreement had been unanimously approved by the boards of directors of both Noven and Hisamitsu and that the tender offer was expected to commence by July 28, 2009, and to last for 20 business days.

     33. Hisamitsu is currently the beneficial owner of 1,240,000 shares of Noven common stock, representing approximately 4.9% of shares outstanding.

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     34. Defendant Brandt, commenting on the Merger, stated that the Merger would allow Noven to develop and commercialize products on a grander scale than if the Company remained as a separate entity.

     35. Following the announcement of the Merger, the trading price of Noven common stock immediately rose to a price of $16.84 on July 16, 2009.

     36. The merger consideration to be paid to Class members is unconscionable, unfair and grossly inadequate because, among other things, the price represents a mere 22% premium from Noven’s closing price the day before the announcement of the proposed transaction.

BREACH OF FIDUCIARY DUTIES

     37. By reason of their positions with Noven, the Individual Defendants are in possession of non-public information concerning the financial condition and prospects of Noven, and especially the true value and expected increased future value of Noven and its assets, which they have not disclosed to Noven’s public stockholders.

     38. The proposed sale is wrongful, unfair and harmful to Noven’s public stockholders. As a result of defendants’ conduct, Noven’s public stockholders have been and will continue to be denied the fair process and arm’s-length negotiated terms to which they are entitled in a sale of their Company. In order to meet their fiduciary duties, the Individual Defendants are obligated to explore transactions that will maximize shareholder value,

     39. The consideration reflected in the Merger Agreement does not reflect the true inherent value of the Company that was known only to the Individual Defendants, as directors and officers of Noven, at the time the Merger was announced.

FIRST CAUSE OF ACTION

Claim for Breach of Fiduciary Duties

     40. Plaintiff repeats and realleges each allegation set forth herein.

     41. The defendants have violated fiduciary duties of care, loyalty, candor and independence owed under applicable law to the public shareholders of Noven.

7

     42. The Individual Defendants have violated their fiduciary duties by entering into a transaction with Hisamitsu without regard to the fairness of the transaction to Noven’s shareholders.

     43. As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of Noven because, among other reasons:

     (a) they failed to properly value Noven and its various assets and operations;

     (b) they failed to take steps to maximize the value of Noven to its public shareholders.

     44. By the acts, transactions and courses of conduct alleged herein, defendants, individually and as part of a common plan and scheme or in breach of their fiduciary duties of loyalty, good faith and due care to plaintiff and the other members of the Class, have failed to adequately inform themselves about the true value of the Company and, by agreeing to the merger with Hisamitsu will unfairly deprive plaintiff and other members of the Class of the true value of their investment in Noven.

     45. Noven shareholders will, if the Merger is consummated, be deprived of the opportunity for substantial gains which the Company expects to realize.

     46. By reason of the foregoing acts, practices and course of conduct, defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiff and the other Noven public stockholders.

     47. As a result of the actions of defendants, plaintiff and the other members of the Class have been and will be damaged in that they have not and will not receive their fair proportion of the value of Noven’s assets and businesses and will be prevented from obtaining appropriate consideration for their shares of Noven common stock.

     48. Unless enjoined by this Court, the defendants will continue to breach their fiduciary duties owed to plaintiff and the other members of the Class, and may consummate the proposed transaction which will exclude the Class from its fair proportionate share of Noven’s valuable assets and businesses, all to the irreparable harm of the Class, as aforesaid.

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     49. Plaintiff and the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can plaintiff and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

SECOND CAUSE OF ACTION

Claim For Aiding and Abetting Breaches of Fiduciary Duty
Against Noven and Hisamitsu

     50. Plaintiff incorporates by reference and re-alleges each and every allegation contained above, as though fully set forth herein.

     51. Defendants Noven and Hisamitsu aided and abetted the Individual Defendants in breaching their fiduciary duties owed to the public shareholders of Noven, including plaintiff and the members of the Class.

     52. The Individual Defendants owed to plaintiff and the members of the Class certain fiduciary duties as fully set out herein. By committing the acts alleged herein, the Individual Defendants breached their fiduciary duties owed to plaintiff and the members of the Class.

     53. Noven and Hisamitsu colluded in or aided and abetted the Individual Defendants’ breaches of fiduciary duties, and were active and knowing participants in the Individual Defendants’ breaches of fiduciary duties owed to plaintiff and the members of the Class.

     54. Plaintiff and the members of the Class will be irreparably injured as a direct and proximate result of the aforementioned acts.

PRAYER FOR RELIEF

     WHEREFORE, plaintiff demands injunctive relief, in his favor and in favor of the Class and against defendants as follows:

     (a) Declaring that this action is properly maintainable as a Class action;

     (b) Declaring and decreeing that the Merger Agreement was entered into in breach of the fiduciary duties of defendants and is therefore unlawful and unenforceable;

     (c) Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Merger, unless and until the Company adopts and

9

implements a procedure or process to obtain an agreement providing the best possible terms for shareholders;

     (d) Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of Noven’s shareholders until the process for the sale or auction of the Company is completed and the best possible consideration is obtained for Noven;

     (e) Rescinding, to the extent already implemented, the Merger or any of the terms thereof;

     (f) Awarding plaintiff the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

     (g) Granting such other and further equitable relief as this Court may deem just and proper.

DATED: July 24, 2009	COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP
	JONATHAN M. STEIN
	Florida Bar No. 009784
	STUART A. DAVIDSON
	Florida Bar No. 0084824
	CULLIN A. O’BRIEN
	Florida Bar No. 597341
	/s/ Stuart A. Davidson
	STUART A. DAVIDSON
	120 E. Palmetto Park Road, Suite 500
	Boca Raton, FL 33432
	Telephone: 561/750-3000
	561/750-3364 (fax)
	THE WEISER LAW FIRM, P.C.
	PATRICIA C. WEISER
	DEBRA S. GOODMAN
	HENRY J. YOUNG
	121 N. Wayne Avenue, Suite 100
	Wayne, PA 19087
	Telephone: 610/225-2677
	610/225-2678 (fax)
	Attorneys for Plaintiff

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