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. 2)

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 7. Source and Amount of Funds
SIGNATURE
EXHIBIT INDEX

     This Amendment No. 2 (“ Amendment No. 2 ”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on July 23, 2009, as amended by Amendment No. 1 filed on July 28, 2009 (as amended, 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. 2 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. 2 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. 2.

Item 7. Source and Amount of Funds

The fourth and fifth paragraphs under the section of the Offer to Purchase entitled “Summary Term Sheet” are hereby amended and restated in their entirety as follows:

“Do you have the financial resources to make payment?

     Yes. Parent, our ultimate parent company, will provide us with sufficient funds to purchase all Shares validly tendered in the Offer and not validly withdrawn. Parent will also fund our Merger with the Company, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. The Offer is not subject to a financing condition. Parent intends to provide us with the necessary funds from cash on hand and cash equivalents. See Section 9 — ‘Source and Amount of Funds.’

Is your financial condition relevant to my decision to tender my Shares in the Offer?

No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

• the Offer is being made for all outstanding Shares solely for cash;

• in light of Parent’s financial capacity in relation to the amount of consideration payable in the Offer, we, through Parent, will have
sufficient cash on hand and cash equivalents to purchase all Shares validly tendered in the Offer and not validly withdrawn;

• the Offer is not subject to any financing condition; and

• if we consummate the Offer, we expect to acquire any remaining Shares not purchased in the Offer for the same cash price in the Merger.

See Section 9 — ‘Source and Amount of Funds.’”

The first and second paragraphs under Section 9 — “Source and Amount of Funds” of the Offer to Purchase are hereby amended and restated in their entirety as follows:

     “The Offer is not conditioned upon Parent’s, Holdings’ or the Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Parent, Holdings and the Purchaser estimate that the total amount of funds required to purchase all of the Shares pursuant to the Offer and consummate the Merger is approximately $430,000,000, including related transaction fees and expenses. Parent will have sufficient funds to consummate the purchase of Shares in the Offer and the Merger and the other transactions described above, and will cause the Purchaser to have sufficient funds available to consummate such transactions. Parent intends to provide the necessary funds from cash on hand and cash equivalents.

The Purchaser does not think its financial condition is relevant to the decision of holders of Shares whether to tender Shares and accept the Offer because:

• the Offer is being made for all outstanding Shares solely for cash;

• in light of Parent’s financial capacity in relation to the amount of consideration payable in the Offer, the Purchaser, through Parent, will have sufficient cash on hand and cash equivalents to purchase all Shares validly tendered in the Offer and not validly withdrawn;

• the Offer is not subject to any financing condition; and

• if the Purchaser consummates the Offer, it expects to acquire any remaining Shares not purchased in the Offer for the same cash price in the Merger.”

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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 30, 2009

HISAMITSU U.S., INC.
By:	/s/ Nobuo Tsutsumi, Ph.D.
	Name:	Nobuo Tsutsumi, Ph.D.
	Title:	Secretary

Date:    July 30, 2009

NORTHSTAR MERGER SUB, INC.
By:	/s/ Nobuo Tsutsumi, Ph.D.
	Name:	Nobuo Tsutsumi, Ph.D.
	Title:	Secretary

Date:    July 30, 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.
**	Previously filed on the Amendment No. 1 to the Schedule TO, dated July 28, 2009.

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CORRESP

July 30, 2009

Ms. Christina Chalk, Esq.
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

     Re: Noven Pharmaceuticals, Inc.
Schedule TO-T filed July 23, 2009 by Northstar Merger Sub, Inc.,
Hisamitsu U.S., Inc. and Hisamitsu Pharmaceutical Co., Inc.
(SEC File No. 5-40243)                    

Dear Ms. Chalk:

     This letter responds to the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission, dated July 27, 2009, concerning the Schedule TO-T—File No. 5-40243 (the “Schedule TO-T”) filed on July 23, 2009, under the Securities Exchange Act of 1934, as amended, by Hisamitsu Pharmaceutical Co., Inc., Hisamitsu U.S., Inc. and Northstar Merger Sub, Inc. (collectively, the “Offerors”).

     To facilitate the Staff’s review, we have included in this letter the caption and numbered comment in bold text and have provided the Offerors’ response immediately following the numbered comment. Capitalized terms used but not defined in this letter have the meanings given them in the Schedule TO-T.

     The following is the Offerors’ response to the Comment Letter:

Exhibit (a)(1)(A) — Offer to Purchase

1.

The disclosure here indicates that Parent and Purchaser will fund the offer partly through “lines of credit or other immediately available sources of funding.” Please provide the disclosure required under Item 1007(d) of Regulation M-A with respect to any borrowed funds used to purchase tendered Shares.

Offerors’ Response — Parent has sufficient cash on hand and cash equivalents to fund the purchase of the Shares. Accordingly, the Offerors have revised their disclosure in the fourth and fifth paragraphs under the Section of the Offer to Purchase entitled “Summary Term Sheet” and the first and second paragraphs under Section 9 — “Source and Amount of Funds” of the Offer to Purchase to state that Parent intends to provide the funds required for the purchase of tendered Shares from cash on hand and cash equivalents, and to delete the references to lines of credit and other immediately available sources of funding.

New York • Washington, D.C. • London • Paris • Frankfurt • Moscow • Hong Kong • Shanghai

     For your convenience, we have enclosed a copy of the Schedule TO-T as amended. Also, attached hereto as Annex A is the written acknowledgement from the Offerors you requested in the Comment Letter.

     If you have any questions or comments regarding the enclosed materials, please do not hesitate to contact me at (212) 909-6000.

Very truly yours,

/s/ Kevin A. Rinker

Kevin A. Rinker

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Annex A

July 30, 2009

Ms. Christina Chalk, Esq.
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Noven Pharmaceuticals, Inc. Schedule TO-T (File No. 5-40243) Filed with the Securities and Exchange Commission on July 23, 2009 by Hisamitsu Pharmaceutical Co., Inc., Hisamitsu U.S., Inc., and Northstar Merger Sub, Inc.

Dear Ms. Chalk:

     Reference is made to the Schedule TO-T (the “Filed Document”), which was filed by Hisamitsu Pharmaceutical Co., Inc., Hisamitsu U.S., Inc., and Northstar Merger Sub, Inc. (collectively, the “Filing Persons”) with the Securities and Exchange Commission (the “Commission”) on July 23, 2009.

     Further to your comment letter dated July 27, 2009, each Filing Person hereby acknowledges that:

(1)	the Filing Persons are responsible for the adequacy and accuracy of the disclosure in the Filed Document;
(2)	staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Filed Document; and
(3)	the Filing Persons may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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Sincerely,

HISAMITSU PHARMACEUTICAL CO., INC.

By:	/s/ Hirotaka Nakatomi
	Name:	Hirotaka Nakatomi
	Title:	President & Chief Executive Officer
	Date: July 30, 2009

HISAMITSU U.S., INC.

By:	/s/ Nobuo Tsutsumi, Ph.D.
	Name:	Nobuo Tsutsumi, Ph.D.
	Title:	Secretary
	Date: July 30, 2009

NORTHSTAR MERGER SUB, INC.

By:	/s/ Nobuo Tsutsumi, Ph.D.
	Name:	Nobuo Tsutsumi, Ph.D.
	Title:	Secretary
	Date: July 30, 2009

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