Noven Pharmaceuticals, Inc. (Form: 8-K)

THIS SEPARATION AGREEMENT (“Separation Agreement”) sets forth the voluntary agreement reached between Robert C. Strauss (“Executive”) and Noven Pharmaceuticals, Inc. (“Noven”), a Delaware corporation (Executive and Noven, collectively, referred to as “Parties”). The “Effective Date” of this Separation Agreement shall be the eighth day following the signing of this Separation Agreement by Executive.

WHEREAS, Executive and Noven entered into an Amended and Restated Employment Agreement dated November 5, 2003 (“Employment Agreement”), which Employment Agreement expired on December 31, 2007;

WHEREAS, Executive shall retire contemporaneously with the expiration of the Employment Agreement; and

WHEREAS, the Parties desire to end the employment relationship on the terms and conditions set forth in this Separation Agreement.

NOW THEREFORE, in order to provide for an amicable end to the employment relationship and to ensure resolution of any potential disputes between them, Noven and Executive enter into this Separation Agreement and agree to the following:

1. Executive’s employment with Noven ended December 31, 2007, contemporaneously with the expiration of the Employment Agreement. The Employment Agreement is of no further force or effect and all rights and obligations of the Parties stated in or provided for by the Employment Agreement terminated. Executive shall not execute this Separation Agreement prior to December 31, 2007.

2. Executive’s position as Chief Executive Officer and President and Executive’s position as a Director of Noven and as Chairman of the Board of Directors of Noven terminated effective December 31, 2007.

3. In exchange for the promises Executive makes in this Separation Agreement, Noven will:

Pay Executive an amount equal to $1,080,597, minus applicable taxes and withholding (“Separation Pay”). The Separation Pay will be paid in lump sum on or before March 15, 2008.

Pay Executive an amount under the 2007 Management Incentive Plan (“MIP Award”). The amount of the MIP Award shall be based on Noven’s financial performance in 2007 against the Management Incentive Plan’s performance matrix, subject to and consistent with any adjustments made by Noven for its executive officers. The MIP Award, minus applicable taxes and withholding, shall be paid at the same time and in the same manner as paid to the Noven’s executives officers.

Grant to Executive on the Effective Date of this Separation Agreement, pursuant to the Noven Pharmaceuticals, Inc., 1999 Long-Term Incentive Plan (“Plan”), restricted stock units (“RSUs”) for 50,000 shares (the “Shares”) of Noven’s Common Stock, par value $0.0001 per share (the “Common Stock”), in accordance with the terms and conditions of the Award Agreement attached hereto as Exhibit A. So long as Executive does not violate the covenants provided for by Sections 12 and 14 of this Separation Agreement, Executive shall vest in the RSUs two (2) years after the Effective Date of this Separation Agreement (“Vesting Date”). In the event Executive violates the covenants provided for by Sections 12 and 14 of this Separation Agreement at any time prior to the Vesting Date, the RSUs will immediately be forfeited and any right to receive the Shares pursuant to the RSU shall immediately terminate. Within ten (10) business days after the Vesting Date, except as otherwise provided below, Noven shall deliver to Executive (or his estate) the Shares corresponding to the vested RSUs (on a one-for-one basis of one Share for each RSU). The number of Shares to be delivered in connection with the RSU grant shall be subject to adjustment as provided in the Plan. Upon delivery of the Shares to Executive, Executive shall deliver to Noven such amount of money, or instruct Noven to withhold a portion of such Shares, as required for Noven to satisfy its withholding obligation under applicable tax laws or regulations. Except as expressly provided in this Separation Agreement, Executive shall not have any rights with respect to any Shares subject to the RSUs until the Shares have been delivered to Executive. The RSUs are not transferable otherwise than by will or under applicable laws of descent and distribution.

Allow each of Executive’s outstanding vested stock options and vested stock appreciation rights in Noven to be exercised on or before the earlier of December 31, 2009; provided, however, that no stock option or stock appreciation right may be exercised after the expiration of its term as provided for in the applicable award agreement. All stock options and stock appreciation rights not vested as of December 31, 2007, shall be forfeited and terminated. Except as provided in this paragraph, each stock option and stock appreciation right must be exercised in accordance with its award agreement and the applicable plan.

Pay Executive an amount equal to his unused vacation time which had accrued as of December 31, 2007, minus applicable taxes and withholding (“Vacation Pay”). This Vacation Pay will be paid as a lump sum, minus applicable taxes and withholding, within fifteen (15) business days after the Effective Date of this Separation Agreement.

4. The above payments and benefits referred to in Section 3 constitute the entire separation package being offered to Executive. Executive shall not be entitled to receive any other payments, salary, compensation, bonuses, commissions, incentives, benefits, perquisites, or other monies or remuneration from Noven or any of the Releasees (as defined below).

5. Executive acknowledges and agrees that the payments and benefits he is receiving in Sections 3a. and 3c. constitute adequate and sufficient consideration for the promises and obligations arising under the terms of this Separation Agreement and agrees that such payments and benefits constitute consideration to which he would not otherwise be entitled but for his execution of this Separation Agreement. Executive acknowledges he has entered into this Separation Agreement voluntarily and knowingly.

6. Executive agrees that he is not entitled to reemployment with Noven, and that he will not seek employment with Noven or any of the Releasees in any capacity at any time in the future. Executive agrees that this forbearance to seek future employment is purely contractual and is in no way involuntary, discriminatory or retaliatory.

7. Subject to Sections 8 and 21, Executive waives and fully releases and forever discharges Noven and any and all of its parent companies, affiliates, holding companies, subsidiaries or other related entitles, and any and all of their respective past and present officers, directors, shareholders, attorneys, agents, insurers, employees, predecessors, successors, and assigns, both in their representative and individual capacities (collectively referred to with Noven as “Releasees”), from any and all claims, rights, and causes of action, in law or in equity, of any kind whatsoever, which Executive has or may have against any or all of the Releasees as of the date Executive signs this Separation Agreement, whether such claims, rights, or causes of action are now known or are later discovered. Subject to Sections 8 and 21, Executive agrees that this waiver and release shall be construed as broadly as possible and shall include, without limitation, any (1) contractual or other claims of employment or payment Executive may have against any or all of the Releasees; (2) claims, if any, arising out of or in connection with the initiation, separation, or existence of Executive’s employment relationship with any or all of the Releasees; (3) claims, if any, regarding accrued leave, vacation, bonuses, back pay, overtime, commissions, or any other form of benefits connected with Executive’s employment with any or all of the Releasees; and (4) claims, if any, arising under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act and any other federal, state, or local statute or regulation, and any allegation for costs, fees or other expenses including attorney’s fees.

8. The waiver contained in the above Section does not affect Executive’s entitlement to (i) Executive’s rights under this agreement, and (ii) any vested benefits under any Noven employee pension or welfare benefit plans. Executive’s entitlement to any vested pension or welfare benefits will continue to be governed by the terms of those plans.

9. Executive shall not sue any or all of the Releasees, except in the event that Noven breaches this Separation Agreement or where Executive challenges the validity of this Separation Agreement under the Age Discrimination in Employment Act/Older Workers Benefit Protection Act. Executive retains the right to file a charge with, or participate in any investigation or proceeding before any governmental agency such as the Equal Employment Opportunity Commission. If Executive does file such a charge, however, this Separation Agreement prevents Executive from recovering any relief whatsoever, including any award of money, as a result of such charge or future action/proceeding based on such charge.

10. Executive acknowledges that Executive has been paid all salary and bonuses and any and all other pay and incentives due to Executive, through the date hereof; that Executive has been provided with all leave (including leave under the Family and Medical Leave Act) to which Executive may have been entitled, if any; and that Executive has not suffered any workplace illness or injury other than any injury or illness of which Executive has already advised Noven, if any.

11. Executive shall not take any action or make any comments which would reasonably be expected to embarrass, harass or adversely affect Noven or any of the Releasees, or their respective business operations, practices or services. In particular, Executive agrees not to contact the press or media, Noven’s or any of the Releasees’ associates, attorneys, staff, or clients, or any entity that has a business relationship with Noven or any of the Releasees, in order to disparage, directly or indirectly, the good reputation or business practices of Noven or any of the Releasees, or any of their current or former shareholders, attorneys, officers, directors, managers, or employees.

12. Executive acknowledges that the provisions of this Section are reasonable and necessary for the protection of Noven’s legitimate business interests.

Executive agrees that for a period of twenty-four (24) months following the Effective Date of this Agreement (“Restricted Period”), Executive will not, directly or indirectly (in any capacity, on Executive’s own behalf or on behalf of any other person or entity):

Anywhere in the World, own an interest in any business, including but not limited to, an individual proprietorship, partnership, corporation, joint stock company, joint venture, limited liability company, trust or other form of business entity, or unincorporated organization (except for an ownership interest not exceeding five percent (5%) of a publicly-traded entity), that is engaged in any business that is of the type or character of business in which Noven has been engaged at any time during Executive’s employment by Noven;

ii.

Anywhere in the World, as an individual proprietor, principal, partner, shareholder, joint venturer, member, trustee, officer, director, consultant, broker, employee, agent, trustee, independent contractor, or in any manner whatsoever, perform any work for or provide any services to or receive any remuneration from any person or entity that is engaged in any business that is of the type or character of business in which Noven has been engaged at any time during Executive’s employment by Noven;

iii.

Divert or attempt to divert from the Noven or otherwise interfere with any business relationship which exists/existed between the Noven and any specific prospective or existing client of the Noven; and/or

iv.

Hire or engage any Noven employee or contractor to enter into an employment or business relationship with any other person or entity or recruit, solicit or otherwise induce any Noven employee or contractor to terminate his/her employment or engagement with the Noven. This covenant applies as to any employee or contractor who, at the time of the recruitment/hire, is currently employed or engaged with the Noven or who was employed or engaged with the Noven at any time during the six month period preceding the date of the attempted employment, recruitment, or solicitation.

It is the intention of the Parties that this Section be enforceable to the fullest extent permissible. Accordingly, Executive agrees that in the event that any restriction stated in this Section, or any portion thereof, shall be declared or held to be invalid or unenforceable by a court of competent jurisdiction, then such restriction shall be amended or modified, as necessary, to render it valid and enforceable. Further, if Executive violates any restriction stated in this Section, such restriction shall remain in full force and effect beyond the expiration of its twenty-four (24) month term(s), such that Noven receives the full benefit of its bargain.

If Noven reasonably and in good faith determines that Executive has breached or has threatened to breach any or all of the restrictions provided for by this Section or Section 14: (i) Executively shall be immediately deemed to have forfeited the RSUs otherwise granted under Section 3(c) of this Separation Agreement and any right of Executive to receive Shares pursuant to the RSU grant shall terminate; and (iii) Noven shall be relieved any further obligations under Section 3(c) of this Separation Agreement.

Executive further agrees that a breach of this Section or Section 14 would result in irreparable and continuing damage to Noven. Accordingly, in the event of a breach or threatened breach by Executive, Noven shall be entitled to pursue immediately any and all remedies it may have against Executive in a court of competent jurisdiction by specific performance, injunction, or such other remedies and relief as may be available. Executive’s obligations under this Section 12 are independent of any obligation of Noven. The existence of any other claim or cause of action by Executive, including but not limited to any other claim or cause of action under this Agreement, does not constitute a defense to the enforcement by Noven of the covenants contained in this Section or Section 14.

13. Executive agrees that prior to the commencement of any employment or consulting relationship with any person or entity, Executive will advise the person or entity of the restrictive covenant terms contained in this Separation Agreement.

14. Executive agrees that Noven provided him with access to certain confidential and proprietary business information during his employment with Noven.

Executive acknowledges that Noven has a legitimate business interest in preventing disclosure and dissemination of its Confidential Information (as defined below). Accordingly, Executive agrees that all Confidential Information (i) is the sole and exclusive property of Noven, (ii) will not be used by Executive for any reason or purpose and (iii) will not be disclosed by Executive in whole or in part to any person or entity. For the purposes of this Agreement, “Confidential Information” means and includes all information, data and knowledge in any way regarding or relating to Noven or, whether provided to or obtained by Executive, including, without limitation: all Trade Secrets (as defined by applicable law); Work Product (as defined below); algorithms, computer programs, methods, models, software (including both source code and object code) and related documentation; computer, network and telephony structures, schematics and designs; information security information, processes and designs; sales and marketing information and plans; business plans, ideas and methods; financial information; pricing information and policies; procedures; research; business practices; know-how; employee information; customer-related and supplier-related information (including, without limitation, customer lists, client lists, customer contracts, supplier lists, supplier contracts, terms and conditions, billing and payment information and e-mail lists); training materials and techniques; internal industry forecasts; product development, research, designs, concepts and ideas; pricing histories; distribution information; and any information or material of third parties that Noven is required to keep confidential. “Confidential Information” does not include information that has previously been or is hereafter made public, without breach of a confidential relationship, by an authorized representative of Noven.

Executive further assigns and transfers to Noven all of Executive’s right, title and interest in and to any and all Proprietary Information, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by Executive, either alone or jointly with others during a period in which Executive was employed by or serving as a Executive to Noven. The term “Proprietary Information” shall include all ideas, inventions, trademarks, service marks, trade dress, discoveries, designs (whether ornamental or otherwise), writings, documents, presentations, audio or video recordings, know-how, technical information, technology, algorithms, computer programs, software or code (both source and object) and related documentation of any kind, and all other works of authorship of any type or kind whether in written, printed, verbal, electronic or other form (including, but not limited to, any useful process, method, formula, technique, or computer program, as well as improvements thereto), which were prepared, created, conceived, authored or produced in whole or in part by the Executive, whether or not any such item or any portion thereof is patentable, copyrightable, registered as a trademark or service mark, or susceptible to other forms of intellectual property protection). Inventions assigned to Noven, or to a third party as directed by Noven, are referred to as “Company Inventions.”

Executive acknowledges that all original works of authorship which were made by Executive (solely or jointly with others) while Executive was employed by or serving as an Executive to Noven and which are protectible by copyright (collectively “Works”) are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C. Section 101). In the event any such Works shall be deemed not to be a work made for hire, Executive hereby sells, assigns, and transfers to Noven, its successors, and assigns, all right, title, and interest in and to such Works, in the United States and throughout the world, forever, including any and all copyright terms, and all extension terms of copyright, for all uses and purposes whether now known or hereafter created, free from payment of any royalty or further compensation. Upon request of Noven, Executive shall take such further actions, including execution and delivery of instruments of conveyance, that Noven may reasonably deem necessary or desirable to accomplish or evidence more further any transfer of right, title, or interest necessary to fulfill the intent of this Agreement.

Executive will, upon Noven’s request and at Noven’s expense, assist Noven in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Information relating to Company Inventions in any and all countries. To that end Executive will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as Noven may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Information and the assignment thereof. In addition, Executive will execute, verify and deliver assignments of such Proprietary Information to Noven or its designee. Executive hereby waives and quitclaims to Noven any and all claims, of any nature whatsoever, which Executive now or may hereafter have for infringement of any Proprietary Information assigned hereunder to Noven.

15. Executive agrees that all records, files, plans, documents, software, reports, research, and policies and procedures relating to the business of Noven that Executive prepared, used or came into contact with shall be and shall remain the sole property of Noven and shall not be copied without written permission from Noven. Executive shall not remove and shall return any and all property belonging to Noven, including but not limited to all files, lists, records, computer software or records or any other information relating to Noven no later than the Effective Date.

16. Executive will, prior to signing this Separation Agreement, disclose to Noven any and all matters, information, or concerns of any type whatsoever of which Executive is aware regarding Noven’s actions, policies, practices, and/or procedures, which Executive believes constitute non-compliance with law, regulatory or safety rules, or other guidelines. All such disclosures shall be in writing and attached to and made a part of this Separation Agreement. In addition, if no such writing is attached to this Separation Agreement, Executive’s signature on this Separation Agreement evidences the fact that Executive is not aware of any such matter, information, or concern which could have, or should have, been disclosed, but which has not been disclosed.

17. In the event of a breach by Executive of any provision of this Separation Agreement, Noven shall be entitled to pursue immediately any and all remedies it may have against Executive in a court of competent jurisdiction by specific performance, injunction, or such other remedies and relief as may be available. It is agreed that in the event of any litigation or proceeding under this Separation Agreement (other than an action challenging the validity of this Separation Agreement under the Older Workers Benefit Protection Act), including with regard to the enforcement of the restrictive covenants set forth in this Separation Agreement, the prevailing party shall be entitled to all costs and expenses incurred in such litigation or proceeding, including reasonable attorney’s fees from trial through appeal.

18. Any waiver by Executive or Noven of a breach of any provision of this Separation Agreement shall not be construed to be a waiver of any other breach of any provision of this Separation Agreement. The failure of Executive or Noven to insist upon strict adherence to any term of this Separation Agreement shall not constitute a waiver by such party to require at some subsequent time strict adherence to such term. To be effective, any waiver must be in writing and signed by the waiving party.

19. Neither this Separation Agreement, nor anything contained herein, shall be construed as an admission or concession by Noven or by Executive of any liability, unlawful conduct, or wrongdoing whatsoever.

20. Executive may not assign any rights and/or benefits due and/or owing under this Agreement unless Noven agrees to such assignment in writing. This Separation Agreement shall be binding upon the personal representative, heirs, and permitted assigns of Executive. This Separation Agreement may be assigned by Noven and shall inure to the benefit of and be enforceable by any successors and assigns of Noven.

21. This Separation Agreement contains the complete, full, and exclusive understanding of Executive and Noven and supersedes any and all other oral or written agreements between them; provided however, that nothing herein shall adversely effect Noven’s existing indemnification obligations owed to Executive under the Indemnity Agreement made and entered into as of March 26, 1999, by and between Noven Pharmaceuticals, Inc., and Robert C. Strauss. Any amendments to this Separation Agreement shall be effective and binding on Executive and Noven only if any such amendments are in writing and signed by both parties.

22. If any provision of this Separation Agreement is invalid, illegal or unenforceable, except for the release/waiver provisions in Section 7 or the covenants as provided in Sections 12 and 14, it shall not affect the other provisions of this Separation Agreement, which shall remain in effect. This Separation Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

23. This Separation Agreement is governed by the laws of the State of Florida, and venue of any action brought under this Separation Agreement shall be exclusively in Miami-Dade County, Florida. Each of the parties to this Separation Agreement: (a) consents to the personal jurisdiction of all Florida courts located in Miami-Dade County, Florida, and the federal court for the Southern District of Florida in the event any dispute arises out of this Separation Agreement; and (b) agrees that he or it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the parties further agrees that he or it will not assert any claim of inconvenient forum. Any trial/hearing/proceeding under this Separation Agreement shall be heard by a JUDGE WITHOUT A JURY.

24. Executive has up to 21 days after receiving this Separation Agreement to decide whether to sign it. Executive should take as much of the 21 days as the Executive needs to in order to properly evaluate the release/waiver and other provisions contained in this Separation Agreement. Any changes of whatever kind which may be made after the Separation Agreement is initially provided to Executive will not restart the running of the 21 day period. Executive is advised to consult with an attorney prior to signing this Separation Agreement.

25. Executive may revoke this Separation Agreement by providing written notice of revocation to: Jeff Mihm, Vice President and General Counsel, Noven Pharmaceuticals, Inc., 11960 SW 144th Street, Miami, Florida 33186, to be received not later than the end of the seventh day after Executive signs this Separation Agreement. If there is no timely revocation, the Separation Agreement shall become effective and enforceable.

BOTH PARTIES, HAVING HAD A FULL OPPORTUNITY TO REVIEW THE FOREGOING, AND BOTH PARTIES, BEING IN COMPLETE AND FULL AGREEMENT AS TO THE TERMS OF THIS SEPARATION AGREEMENT, HAVE VOLUNTARILY SIGNED THIS AGREEMENT.


ROBERT C. STRAUSS		NOVEN PHARMACEUTICALS, INC.
/s/ Robert C. Strauss		/s/ Jeff Mihm Print Name: Jeff Mihm, in his/her capacity as authorized representative of Noven Pharmaceuticals, Inc.

THIS AGREEMENT made as of the 10th day of January, 2008, between Noven Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Robert C. Strauss. (“Grantee”).

(a) Shares. Pursuant to the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan (the “Plan”), the Company hereby grants to the Grantee the right to receive 50,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Restricted Stock Units”). The Shares shall be issued to the Grantee upon the satisfaction of the terms and conditions set forth herein on January 10, 2010.

(b) Plan Incorporated. Grantee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Stock Units shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

2. Restricted Stock Units. Grantee hereby accepts the Restricted Stock Units and agrees as follows:

(a) Forfeiture Restrictions. The Restricted Stock Units and the right to receive the Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of. The Grantee shall forfeit the Restricted Stock Units and the right to receive the Shares if the Grantee violates any of the provisions contained in Section 12 or 14 of the Separation Agreement between the Company and the Grantee dated January 2, 2008. The prohibition against transfer and the risk of forfeiture described in this paragraph are herein referred to as “Forfeiture Restrictions.”

(b) Certificates. A certificate evidencing the Shares shall be issued by the Company in Grantee’s name no later than ten (10) business days after January 10, 2010, provided that Forfeiture Restrictions have lapsed and not been violated. Shares. Notwithstanding any other provisions of this Agreement, the issuance or delivery of the Shares may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver the Shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

3. Withholding. To the extent that the receipt of the Restricted Stock Units, the Shares, or the lapse of any Forfeiture Restrictions results in income to Grantee for federal or state income tax purposes, Grantee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its withholding obligation under applicable tax laws or regulations, and, if Grantee fails to do so, the Company, may in its sole discretion, (i) cause Grantee’s right to receive the Shares as forfeited or (ii) withhold from any cash or stock remuneration then or thereafter payable to Grantee any tax required to be withheld by reason of such resulting compensation income.

4. Status as a Shareholder. Until the Shares are issued, the Grantee shall have no rights as a shareholder, including the right to vote the Shares and receive all dividends and other distributions paid or made with respect thereto.

5. Status of Shares. Grantee agrees that the Shares will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Grantee also agrees (i) that the certificates representing the Shares may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the Shares on the stock transfer records of the Company if such proposed transfer would be in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares.

6. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Stock Units or the Shares.

7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Grantee.

8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Grantee has executed this Agreement, all as of the date first above written.

By: /s/ Jeff Mihm
Name: Jeff Mihm
Title: Vice President, General Counsel and Corporate Secretary

Noven Pharmaceuticals, Inc.
11960 S.W. 144^th Street
Miami, Florida 33186
Dated as of January 2, 2008

Mr. Jeffrey Eisenberg
c/o Noven Pharmaceuticals, Inc.
11960 SW 144^th Street
Miami, Florida 33186

We are pleased that you are willing to serve as the Interim Chief Executive Officer (“Interim CEO”) of Noven Pharmaceuticals, Inc. (the “Company”). Accordingly, we would like to offer you the position of Interim CEO on the terms set forth in this letter agreement (this “Agreement”) which upon countersignature by you shall become a binding agreement between you and the Company (each, a “Party”; collectively, the “Parties”).

1.1. Employment and Term. Prior to the date first above written (“Effective Date”), you have been employed by the Company as the Senior Vice President of Strategic Alliances. On the Effective Date of this Agreement your title shall change to Executive Vice President. In addition to performing your regular duties as Executive Vice President, for the period commencing on the Effective Date and ending on March 31, 2008 (subject to extension as noted below, the “Interim Term”), the Company shall employ you in the position of Interim CEO, and you shall serve the Company as, and have the additional title of, Interim CEO, on the terms and conditions set forth in this Agreement, unless your service as Interim CEO is earlier terminated as allowed by this Agreement. Unless you and the Company agree in a signed writing to extend the Interim Term, upon the expiration of the Interim Term, you will no longer hold the position or title of Interim CEO, but you will continue in your position and title of Executive Vice President on an at-will basis at the same rate of compensation paid to you prior to this Agreement (and with such other plan and contractual benefits provided to you); provided, however, that if the Board of Directors of the Company (the “Board”) does not appoint a Chief Executive Officer of the Company on or prior to March 31, 2008, then the Interim Term (as such term is defined and used in this Agreement) shall automatically be extended through such date that the Board appoints a Chief Executive Officer. Effective immediately upon the Board appointment of a Chief Executive Officer, you shall tender your resignation as Interim CEO of the Company. For purposes of “Salary” (as defined below) and the grant of “Restricted Stock” (as defined below), any such resignation shall be deemed a termination from serving as Interim CEO by the Company without “Cause” (as defined below) pursuant to Section 4 of this Agreement.

1.2. Duties of Interim CEO. While serving in the position of Interim CEO of the Company, you shall have powers and authority superior to any other officer or employee of the Company or of any subsidiary of the Company. Subject to the preceding sentence, during the Interim Term, you shall diligently perform all services as may be reasonably assigned to you by the Board and shall exercise such power and authority as may from time to time be reasonably delegated to you by the Board (in each case, consistent with the position of a chief executive officer of the Company). In addition, you shall regularly consult with and provide information to the Board with respect to the Company’s business and affairs. You shall be required to report to and shall be subject to the supervision and direction of, the Board, or any committee thereof at duly-called meetings thereof, and the Non-Executive Chairman of the Company.

2.1. Special Salary Compensation as Interim CEO. Within ten (10) business days following March 31, 2008, subject to Sections 4 and 5 of this Agreement, the Company shall pay you One Hundred Thousand Dollars ($100,000) for services performed as Interim CEO during the Interim Term through March 31, 2008. This additional $100,000 payment shall be referred to as the "Interim CEO Compensation” and shall be in addition to payments of your annual salary and other compensation otherwise earned during the Interim Term for duties associated with the Executive Vice President position. Should your employment as Interim CEO be extended beyond March 31, 2008 (as provided for by Section 1.1 of this Agreement), you and the Company shall negotiate in good faith to determine appropriate compensation for your continued service as Interim CEO at that time (but such compensation, attributable to duties and services as Interim CEO, shall not be less than an additional $33,334.00 per month, payable not less than monthly, on a per diem basis).

2.2. Stock Grant. Subject to Sections 4 and 5 of this Agreement, on January 2, 2008 (“Grant Date”), pursuant to the Noven Pharmaceuticals, Inc., 1999 Long-Term Incentive Plan (“Plan”), the Company shall grant you an amount of restricted shares of Noven’s Common Stock, par value $0.0001 per share (the “Common Stock”) equal to One Hundred Thousand Dollars ($100,000) divided by the fair market value per share of the Common Stock (valued as of the Grant Date) in accordance with the terms and conditions of the Award Agreement attached hereto as Exhibit A (the “Restricted Stock”). So long as you remain in the employ of the Company on the applicable “Vesting Date(s)” (as defined below), you shall vest in the Restricted Stock in eight (8) equal installments on a quarterly basis (March 31, June 30, September 30, December 31) during the two (2) year period ending on December 31, 2009 (“Vesting Dates”). The Restricted Stock will not be transferable by you or any other person or entity until the earlier of (i) December 31, 2009, (ii) the date the Company terminates your employment without “Cause” (as defined below) or (iii) the date you terminate your employment from the Company for “Good Reason” (as defined below). Upon the date(s) on which any shares of the Restricted Stock become subject to a tax withholding obligation by the Company under applicable tax laws or regulations, you shall deliver to the Company such amount of money as required for the Company to satisfy its withholding obligations (the “Tax Withholding”). The failure of you to timely deliver the Tax Withholding to the Company following reasonable notice by the Company shall cause you to forfeit the shares of Restricted Stock subject to the Tax Withholding.

2.3. Withholding. All payments under this Agreement or otherwise pursuant to your employment relationship shall be made net of any applicable withholding taxes or other amounts required to be withheld by law.

3.1. Expense Reimbursement. During the Interim Term, the Company, upon your submission of reasonable supporting documentation, shall reimburse you for all reasonable expenses actually paid or incurred by you in the course of and pursuant to the business of the Company, including expenses for travel and entertainment.

3.2. Other Benefits. During the Interim Term, you shall be entitled to continue your participation in the Company’s benefit plans, including but not limited to its welfare plans and retirement plans, on the same terms and conditions as you have been entitled to participate in those plans in your position as Senior Vice President of Strategic Alliances and in all events on a basis no less favorable than that of any other officer or employee of the Company of similar rank. This Agreement shall not provide you with any greater or lesser entitlement to such benefits.

4. Termination from Serving as Interim CEO. The Company or you may terminate your position as Interim CEO for any reason or no reason at any time. If the Company terminates your position as Interim CEO during the Interim Term without “Cause” (as defined below) or you terminate your position as Interim CEO during the Interim Term with “Good Reason” (as defined below), subject to the Parties’ execution of a reasonable mutual waiver and release (which execution shall not be unreasonably withheld): (a) the Company shall pay you the full amount of the Interim CEO Compensation on the same terms and conditions as if you had served as the Interim CEO until March 31, 2008; (b) shall pay you any amount earned by you and not yet paid, if any, which is attributable to your duties and services as Interim CEO from April 1, 2008, through the date of termination; and (c) you shall retain your rights to the Restricted Stock subject to the terms and conditions of the Restricted Stock Agreement. If the Company terminates your position as Interim CEO for Cause or you resign from your position as Interim CEO without Good Reason (in either case, prior to the end of the Interim Term): (a) the Company shall not be under any obligation to pay you the Interim CEO Compensation and instead shall pay you only the prorated portion of the Interim CEO Compensation due to you (at the rate of $1,538.46 per business day while serving as interim CEO); and (b) you shall forfeit all of the vested and unvested Restricted Stock.

5. Severance for Termination from Employment. If, during or subsequent to the Interim Term (and any extensions of the Interim Term), and on or before December 31, 2009, the Company terminates your employment without Cause (as defined under this Agreement), you terminate your employment with the Company for Good Reason (as defined under this Agreement), or your employment terminates as a result of your death or “Disability” (as defined below), subject to the Parties’ execution of a reasonable mutual waiver and release (which execution shall not be unreasonably withheld):

(a) the Company shall pay you in a lump sum in cash within 30 days after the date of such termination (x) an amount equal to your annual salary in effect as of the date of termination plus (y) an amount equal to the fixed percentage of base salary set by the Compensation Committee which is in effect during the applicable fiscal year of the date of termination (the current percentage is set at forty-five percent (45%) of base salary), provided that in no event shall such fixed percentage be less than forty-five percent (45%);

(b) all unvested Restricted Stock granted pursuant to Section 2.2 of this Agreement shall vest and shall be immediately transferable; and

(c) the exercise period for all vested stock options and stock appreciation rights (SARs) shall be extended from 90 days to twelve (12) months from the date of such termination.

The amount of any payments made pursuant to this Section 5 (as opposed to the “present value” of any such payments, notwithstanding reference to the “present value” in Section 6(a)(i)B. of your Employment Agreement (Change of Control) with the Company dated November 15, 2005, as extended (“Change of Control Agreement”), shall be subject to the offset provisions set forth in Section 6(a)(i)B. of your Change of Control Agreement, in accordance with the terms thereof.

6.1. Definition of “Cause”. For purposes of this Agreement, “Cause” means any one or more of the following:

(a) any material act or acts of personal dishonesty taken by you which is either (x) at the expense of the Company, or (y) reasonably likely to bring significant disrepute to the Company;

(b) any violation by you of your material obligations under this Agreement (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on your part and which is not remedied within ten business days after receipt of written notice from the Company;

(c) the conviction of you for any criminal act which is a felony or a misdemeanor in each case involving moral turpitude; or

(d) a material breach by you of your Confidentiality and Invention Agreement with the Company.

6.2. Definition of “Good Reason”. For purposes of this Agreement, “Good Reason” means any one or more of the following:

(i) during the Interim Term, the assignment to you of any duties inconsistent in any respect with the Executive Vice President and Interim CEO positions (including status, office, title and reporting requirements), authority, duties or responsibilities as contemplated by Section 1.2 or any other action by the Company which results in a diminution in such position (including any action which results in diminution of status, office, title and reporting levels or requirements), authority, duties, or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by you; or

(ii) after the Interim Term (and any extension of the Interim Term), for purposes of Section 5 of this Agreement, the assignment to you of any duties inconsistent in any respect with the Executive Vice President position and any transitional obligations incident to your position as former Interim CEO (including status, office, title and reporting requirements), authority, duties or responsibilities or any other action by the Company which results in a diminution in such position (including any action which results in diminution of status, office, title and reporting levels or requirements), authority, duties, or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by you;

(b) any failure by the Company to comply with any of the provisions of Section 2, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by you;

(c) the Company’s requiring you to be based at any office or location other than the location where you were employed immediately preceding the Effective Date of this Agreement or any office which is the headquarters of the Company and is less than 35 miles from such location; or

(d) any purported termination by the Company of your employment as Interim CEO otherwise than as permitted by this Agreement.

6.3 Definition of “Disability”. For purposes of this Agreement, “Disability” shall mean: your absence from your duties with the Company on a full-time basis for 120 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to you or your legal representative (such agreement as to acceptability not to be withheld unreasonably).

7. Notwithstanding any provision of this Agreement to the contrary, if as of the date of your “separation from service” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or any regulations or Treasury guidance promulgated thereunder (“Section 409A Guidance”), you are a “specified employee”, as defined under Section 409A or Section 409A Guidance, you shall not be entitled to any payments paid upon such separation from service until the earlier of (i) the date which is six months after your separation from service for any reason other than death or (ii) the date of your death. The provisions of this Section 7 shall apply solely to payments made pursuant to a plan that provides for deferral of compensation. Whether a plan provides for deferral of compensation shall be determined pursuant to Section 409A or Section 409A Guidance. Any payments that would have been paid to you prior to the earlier of (i) the date which is six months after your separation from service for any reason other than death or (ii) the date of your death, were it not for this Section 7, shall be accumulated and paid to you on the first day of the 7^th month following your separation from service. Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to payments made under the circumstances described in Section 1.409A-3(j)(4)(ii) (domestic relations order), 1.409A-3 (j)(4)(iii) (conflicts of interest) or 1.409A-3 (j)(4)(vi) (payment of employment taxes) of final Section 409A of the Treasury Department regulations.

8. Miscellaneous. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to conflicts of laws principles. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand, when delivered by overnight courier (with signed receipt), r five (5) business days after deposit in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


If to the Company: 11960 S.W. 144th Street Miami, Florida 33186 Attention: If to you:		Noven Pharmaceuticals, Inc. General Counsel Jeffrey Eisenberg

(at the last address provided by Executive to the Company’s Human Resources department)

or to such other addresses as either party hereto may from time to time give notice of to the other in the aforesaid manner. This Agreement is personal to you and without the prior written consent of the Company shall not be assignable by you otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by your heirs, executors, administrators or other legal representatives. This Agreement shall inure to the benefit of, be enforceable by and be binding upon the Company’s successors and assigns and shall not be assignable by the Company without your prior written consent. In the event that any provision of this Agreement shall be held to be illegal or unenforceable, the entire Agreement shall not fall on account thereof, but shall otherwise remain in full force and effect, and such provision shall be enforced to the maximum extent permissible. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation. Nothing contained herein shall be construed to prevent the Company or you from seeking and recovering from the other damages sustained by either or both as a result of the Company’s or your breach of any term or provision of this Agreement. In the event of a breach by the Company of any of the terms or provisions set forth in this Agreement, you shall have no duty (legal or otherwise) to mitigate the damages incurred by you caused by such breach, and the computation of any damages incurred by you shall be made without regard to whether you attempt to or actually mitigate any such damages and shall not be reduced by any amount you receive if you do so mitigate. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person (other than the parties hereto and, in your case, your heirs, personal representative(s) and/or legal representative(s)) any rights or remedies under or by reason of this Agreement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against you or others. This Agreement may not be changed, modified, released, discharged, terminated, abandoned, or otherwise amended, in whole or in part, except by an instrument in writing signed by you and by the Company. This Agreement constitutes the entire Agreement between the parties as to its subject matter; provided, however, that this Agreement does not supersede: (i) your Confidentiality and Invention Agreement with the Company; (ii) your Employment Agreement (Change of Control) with the Company dated November 15, 2005, as extended; (iii) any agreement between you and the Company concerning compensation, stock options and other benefits heretofore paid, granted or otherwise provided by the Company to you prior to the date hereof; or (iv) the Company’s existing contractual, benefit plan, and other indemnification obligations owed to you.

By: /s/ Jeff T. Mihm
Jeff T. Mihm,
Vice President, General Counsel
and Corporate Secretary

THIS AGREEMENT made this 2^nd day of January 2008, between Noven Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jeffrey Eisenberg (“Grantee”). Capitalized terms not defined herein shall have the meaning ascribed thereto in a certain Letter Agreement between the Company and the Grantee, as of dated January 2, 2008.

(a) Shares. Pursuant to the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan (the “Plan”), and the Employment Letter of even date herewith between the Company and Grantee, the Company hereby grants to the Grantee 7,342 shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 pursuant to the terms and conditions set forth herein.

(b) Plan Incorporated. Grantee acknowledges receipt of a copy of the Plan, and agrees that this award of the Shares shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

2. Shares, Vesting /Termination of Employment. Grantee hereby accepts the Shares and agrees as follows:

(a) Vesting. Shares shall become vested upon the dates described in the following schedule:


Date	Incremental Vesting			Cumulative Amount Vested

March 31, 2008		12.5	%		12.5	%

June 30, 2008		12.5	%		25	%

September 30, 2008		12.5	%		37.5	%

December 31, 2008		12.5	%		50	%

March 31, 2009		12.5	%		62.5	%

June 30, 2009		12.5	%		75	%

September 30, 2009		12.5	%		87.5	%

December 31, 2009		12.5	%		100	%

(b) Termination of Employment Generally. Unless otherwise provided in this Agreement, upon termination of Grantee’s employment with the Company the Shares which have not vested at the time of such termination of employment shall be forfeited and revert to the Company immediately upon such termination of employment, and the Grantee shall have no rights whatsoever to such Shares. Furthermore, the Shares which have vested at the time of such termination of employment shall not forfeit or revert and shall be retained and owned by the Grantee.

(c) Termination by the Company without Cause, by Grantee for Good Reason, due to Death or Disability during or subsequent to the Interim Term. In the event of termination of Grantee’s employment with the Company on or before December 31, 2009, by virtue of: 1) termination by the Company without Cause; 2) termination by Grantee for Good Reason or 3) Grantee’s death or Disability, all the Shares unvested at the time of such termination shall immediately vest. This Section 2(c) shall not apply unless the Parties execute a reasonable mutual waiver and release (which execution shall not be unreasonably withheld).

(d) Termination by the Company for Cause. In the event Grantee’s employment with the Company is terminated by the Company for Cause, all the Shares vested and unvested shall be forfeited and revert to the Company immediately upon such termination of employment, and the Grantee shall have no rights whatsoever to such Shares.

(e) .Resignation as Interim CEO. In the event Grantee resigns his position as the Interim CEO during the Interim Period without Good Reason, all the Shares shall be forfeited and revert to the Company and the Grantee shall have no rights whatsoever to such Shares.

(f) Transferability. The Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, until December 31, 2009, unless the Grantee’s employment with the Company is terminated under the circumstances described in Section 2(c) of this Agreement, in which case the restrictions described in this Section 2(f) shall lapse upon termination.

3. Certificates. With respect to Shares issued pursuant to this Agreement, each certificate representing such Shares shall bear the following legend:

“The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, are subject to restrictions on transfer and other terms and conditions, which are set forth in the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan (the “Plan”), and in an Agreement entered into by and between the registered owner of such shares and the Noven Pharmaceuticals, Inc. (the “Company”), dated as of January 2, 2008 (the “Award Agreement”). A copy of the Plan and the Award Agreement may be obtained from the Secretary of the Company.”

4. Withholding. To the extent that the grant, the receipt or the vesting of any Shares results in income to Grantee for federal or state income tax purposes, Grantee shall deliver to the Company at the time of such grant, receipt or vesting, as the case may be, such amount of money as the Company may require to meet its withholding obligation under applicable tax laws or regulations, and, if Grantee fails to do so following reasonable notice by the Company, the Company, may in its sole discretion, (i) cause the Shares that are the subject of the applicable tax withholding and the Grantee’s right to receive such Shares that are the subject of the applicable tax withholding to be forfeited or (ii) withhold from any cash or stock remuneration then or thereafter payable to Grantee any tax required to be withheld by reason of such resulting compensation income.

5. Status as a Shareholder. Subject to the restrictions set forth herein, the Grantee shall have all rights of a shareholder applicable to the Restricted Stock, whether vested or unvested, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto; provided, however, that any shares issued to Grantee as a dividend or distribution shall be subject to the same terms and conditions set forth herein. The Grantee shall have no rights as a shareholder with respect to any Restricted Stock which is forfeited.

6. Status and Issuance of Shares. Grantee agrees that the Shares will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Grantee also agrees (i) that the certificates representing the Shares may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the Shares on the stock transfer records of the Company if such proposed transfer would be in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares. Notwithstanding any other provisions of this Agreement, the issuance or delivery of Shares may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such Shares. The Company shall not be obligated to issue or deliver the Shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

7. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Shares.

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Grantee.

9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.

By: /s/ Jeff Mihm
Name: Jeff Mihm
Title: Vice President, General Counsel and Corporate Secretary

•

I do not desire the alternative tax treatment provided for in the Internal Revenue Code Section 83(b).

•

I do desire the alternative tax treatment provided for in Internal Revenue Code Section 83(b) and desire that forms for such purpose be forwarded to me.

I acknowledge that the Company has suggested that before this block is checked that I check with a tax consultant of my choice.


(Given name and initial must be used for stock registry)		Social Security Number (if applicable)
		Birth Date Month/Day/Year
		Name of Employer
Address (Zip Code)		Day phone number

Robert Strauss Retires After Ten Years of Leadership
Wayne Yetter, Noven Director, Appointed Chairman of the Board
Jeffrey Eisenberg Appointed Executive Vice President and Interim CEO

Miami, FL – January 3, 2008 - Noven Pharmaceuticals, Inc. (NASDAQ: NOVN) today announced changes to its board of directors and senior management team.

Having led Noven for the past ten years, Robert C. Strauss, age 66, has announced his retirement from the roles of President, Chief Executive Officer, director and Chairman of Noven. Mr. Strauss will remain available to the company and the board of directors to facilitate an orderly transition of the company’s leadership. “It has been my privilege to have served Noven over the past decade, and I am confident that the company is positioned with the strategy, opportunities and leadership necessary for great success in the years ahead,” said Strauss. “I would like to thank the Noven team, our board of directors, our industry partners, our shareholders and everyone who helped build the company during my tenure.”

As part of this leadership transition, the Noven board of directors has acted to separate the offices of Chairman of the Board and Chief Executive Officer, and has appointed Wayne P. Yetter, currently Noven’s lead independent director, as the company’s non-executive Chairman of the Board, effective today. Mr. Yetter, age 62, has been a Noven director since 2001. “I welcome my new role as Chairman of Noven,” said Yetter, “and I extend the appreciation of the entire board of directors to Bob for his leadership and commitment to Noven over the years.”

A committee of Noven’s board of directors has been working closely with a national executive recruiting firm to identify Mr. Strauss’s permanent successor as Chief Executive Officer. “For several months, the board and Bob had been developing a succession plan related to Bob’s retirement,” said Yetter. “During that process, the parties determined that it was best to begin the leadership transition at this time, given the decisions and opportunities that lie ahead for the company. We are fortunate to be considering CEO candidates who are exceptionally qualified to lead the company’s evolution into a rapidly-growing specialty pharmaceutical company,” said Yetter. “The board expects to complete the search process and appoint a permanent CEO in the near future.”

The board of directors has appointed Jeffrey F. Eisenberg, Noven’s Senior Vice President – Strategic Alliances, as Executive Vice President and Interim Chief Executive Officer, effective today. “In his nine years with the company, Jeff has been an able and trusted advisor to the board, and has demonstrated outstanding leadership in a variety of business, transactional, legal and other senior roles,” said Yetter. “He has worked very closely and effectively with Bob Strauss, the board of directors and our industry partners. He has the board’s full support in his new role.”

Eisenberg commented, “Noven is in a great position to build on the foundation of the Novogyne joint venture, the company’s transdermal technology and development pipeline, and the significant opportunities created by the transformational acquisition of JDS. It is an honor to be entrusted with this important transitional role, and I welcome the challenges and opportunities ahead as we work to advance the company’s ambitious strategy for continued growth and success.”

Executive Background
During his tenure at Noven, Mr. Strauss championed the creation of Novogyne Pharmaceuticals, a highly successful joint venture between Noven and Novartis Pharmaceuticals Corporation, and helped Novogyne establish itself as a market leader in the transdermal hormone therapy category with Vivelle-Dot® and other products. Under his leadership, Noven established important industry partnerships, including collaborations between Noven and Shire plc with respect to Daytrana™, the first and only patch for ADHD, and with respect to a developmental amphetamine patch for ADHD. Mr. Strauss also supervised the acquisition and integration of JDS Pharmaceuticals, which has expanded the company’s business and strategy, and has created a new platform for potential long-term growth.

In addition to his position on the Noven board of directors, Mr. Yetter currently serves as Chief Executive Officer of Verispan LLC. He is a pharmaceutical industry veteran with over 30 years of experience, including serving as Chief Executive Officer of Novartis Pharmaceuticals Corporation, Astra Merck, Inc. and Synavant Inc., and as Chief Operating Officer of IMS Health, Inc.

Mr. Eisenberg, age 42, joined Noven in 1998. He served as the company’s Senior Vice President until his current appointment as Executive Vice President and Interim Chief Executive Officer, and continues to serve as one of two Noven representatives on the Management Committee of Novogyne Pharmaceuticals. During his tenure, Mr. Eisenberg has played an important role in the structuring and negotiation of many of Noven’s industry collaborations, licensing arrangements and acquisitions, including the Shire and Endo collaborations, the out-license of the company’s Estradot™ product in Europe, the acquisition of the company’s CombiPatch® product by Novogyne, and the company’s recent acquisition and integration of JDS Pharmaceuticals. He also established Noven’s alliance management function, which plays an key role in the operation and expansion of Noven’s industry collaborations. Prior to Noven, he served in various legal capacities at IVAX Corporation, including as Acting General Counsel. Prior to IVAX, he was a transactional lawyer at the law firm of Steel Hector & Davis. He earned his undergraduate degree from The Wharton School of the University of Pennsylvania and his law degree from Columbia Law School.

Additional Information – Form 8-K
The company expects to file today a Current Report on Form 8-K with the Securities and Exchange Commission describing agreements between the company and Mr. Strauss and Mr. Eisenberg, respectively, relating to the subject matter of this release.

About Noven
Noven Pharmaceuticals, Inc., headquartered in Miami, Florida, has long been established as a leading developer of advanced transdermal drug delivery technologies and prescription transdermal products. Its commercialized transdermal products include Vivelle-Dot^® (estradiol transdermal system), the most prescribed estrogen patch in the U.S., and Daytrana™ (methylphenidate transdermal system), the first and only patch approved for the treatment of ADHD. With the acquisition of JDS Pharmaceuticals in August 2007, Noven has become a broader-based specialty pharmaceutical company with a substantially enhanced late-stage product pipeline and the infrastructure, products and category expertise to market and sell its own products.

Products currently marketed through the Noven/JDS sales infrastructure consist of Pexeva^® (paroxetine mesylate) and Lithobid^® (lithium carbonate). Developmental products in psychiatry consist of Stavzor™ (delayed release valproic acid softgel), Lithium QD (once-daily lithium carbonate), and Stavzor™ ER (extended release valproic acid softgel). The development pipeline in women’s health consists of Mesafem™ (low-dose paroxetine mesylate), a non-hormonal product entering Phase 3 clinical trials for vasomotor symptoms (hot flashes).

Except for historical information contained herein, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties. Statements that are not historical facts, including statements which are preceded by, followed by, or that include, the words “believes,” “anticipates,” “plans,” “expects” or similar expressions and statements, are forward-looking statements. Noven’s estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect Noven’s current perspective on existing trends and information. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the current expectations of Noven and are subject to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond Noven’s control. These risks and uncertainties include, among others, risks associated with the transition of executive leadership, including those related to the identification, recruitment, hiring and ultimate retention of qualified senior executives in the pharmaceutical industry, and the difficulty of predicting the outcome and timing of such actions. For additional information regarding these and other risks associated with Noven’s business, readers should refer to Noven’s Annual Report on Form 10-K for the year ended December 31, 2006 as well as other reports filed from time to time with the Securities and Exchange Commission. Unless required by law, Noven undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Company Contact:
Joseph C. Jones
Vice President – Corporate Affairs
305-253-1916


Delaware	0-17254	59-2767632
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11960 S.W. 144th Street, Miami, Florida		33186
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Noven Pharmaceuticals, Inc.

January 3, 2008	By:	/s/ Jeff Mihm

		Name: Jeff Mihm
		Title: Vice President, General Counsel and Corporate Secretary


Exhibit No.		Description

10.1		Separation Agreement between Robert C. Strauss and the Company, dated January 2, 2008
10.2		Form of Restricted Stock Unit Agreement
10.3		Letter Agreement between Jeffrey F. Eisenberg and the Company, dated January 2, 2008
10.4		Restricted Stock Agreement between Jeffrey F. Eisenberg and the Company, dated January 2, 2008
99.1		Press Release issued by Noven Pharmaceuticals, Inc. on January 3, 2008


Date of Report (Date of Earliest Event Reported):		January 2, 2008


Registrant’s telephone number, including area code:		305-253-5099


1/2/2008 Date		1/2/2008 Date