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        Securities and Exchange Commission. Asterisks denote omissions.


                                                                   EXHIBIT 10.29

                                 April 28, 2003




P&G Pharmaceuticals, Inc.
8700 Mason-Montgomery Road
Mason, Ohio 45040-9462


         This shall confirm the desire of Noven Pharmaceuticals, Inc. ("Noven")
to work with P&G Pharmaceuticals, Inc. ("P&GP") and its affiliates on a project
(the "Project") to develop a *** and *** Transdermal Delivery Patch (the
"Product" or "Products"). As we have discussed, the terms upon which the parties
have agreed to proceed are as follows:

         1.       While subject to change by mutual agreement of the parties in
                  writing, the activities that we have mutually agreed upon to
                  constitute the development plan for the Project are reflected
                  in Exhibit A attached hereto (the "Plan"), and the target
                  specifications for the Product are set forth in Exhibit B
                  attached hereto (the "Target Specifications").

         2.       As consideration for the work to be performed by Noven
                  hereunder, P&GP shall make the following payments to Noven for
                  the *** patch development:

                  (a) $500,000.00 upon execution of this letter Agreement
                  (b) $500,000.00 upon ***.
                  (c) $800,000.00 upon ***.
                  (d) $2 million ***.

         3.       As consideration for the work to be performed by Noven
                  hereunder, P&G shall make the following payments to Noven for
                  the*** patch development:

                  (a) $400,000.00 upon ***.
                  (b) $600,000.00 upon ***.
                  (c) P&GP will pay Noven the following milestone payments on
                  the *** patch:
                  (d) $1 million ***.

         4.       Each party shall conduct all tests, studies and other
                  development and manufacturing activities described in the Plan
                  in a good scientific manner and in compliance in all material
                  respects with all requirements of applicable laws, codes,
                  rules, regulations, and permits including, but not limited to
                  cGMP and cGLP.

                  Both parties shall confer on results of the skin flux testing
                  and make a joint decision on whether to manufacture product
                  for BA, cumulative irritation and sensitization testing.

         5.       Noven shall use commercially reasonable efforts to complete
                  the Plan within the timeframe described in the Plan. For
                  purposes of clarity, except as specifically provided herein,
                  payments to be made by P&GP hereunder are not contingent upon
                  the success of the project (except as indicated for the


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          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.


                  "Success Fee"), and no payment made by P&GP for development
                  work is reimbursable, whether or not the development is
                  successful.

         6.       Noven agrees to provide written monthly reports to P&G
                  summarizing the results of the work completed to date on the
                  Plan, and also interim and final reports as outlined in
                  Exhibit A. The reports shall provide information concerning
                  studies performed by Noven, the methodologies employed and the
                  results obtained, raw material specifications, and product
                  specifications. Noven shall be required to disclose
                  information, which reveals materials, components, composition
                  or construction of the transdermal system developed and
                  investigated or tested by Noven, to P&GP for the sole purpose
                  of toxicology assessments, product development assessments and
                  regulatory review.

         7.       If the parties decide to proceed with the Project, the parties
                  agree to negotiate in good faith the terms of a definitive
                  license and supply agreement for the Product. It is understood
                  that neither party is under an obligation to enter into a
                  definitive agreement with the other party. Unless and until
                  the parties enter into a definitive agreement, neither party
                  shall have any right or license to use any technology,
                  know-how or intellectual property of the other party, except
                  in connection with work on the Project pursuant hereto. If the
                  parties jointly (through their respective employees, agents or
                  consultants) make or conceive any inventions or discoveries in
                  the course of the work to be performed pursuant to the
                  Project, the parties shall have joint ownership of such
                  inventions or discoveries and any patent applications and
                  patents obtained thereon. Each party shall have full right to
                  use any such joint discoveries, inventions or patent rights.
                  During the term of this agreement Noven shall grant an
                  exclusive right to such joint discoveries as it relates to
                  ***.

         8.       If at any time P&GP elects not to proceed with the Plan or the
                  Project prior to Noven providing clinical supplies to P&GP for
                  the ***, the parties shall have no further obligations to each
                  other, except as otherwise specified in this agreement.

         9.       If P&GP elects not to proceed with the Plan or the Project at
                  any time after Noven has supplied P&GP with clinical trial
                  materials for ***, P&GP shall pay to Noven Two Million Dollars
                  ($2,000,000.00) as a termination fee; provided that the
                  termination fee shall not be payable if the Success Fee has
                  been paid. Failure of P&GP to *** shall be deemed to be an
                  election not to proceed, unless both parties agree in writing
                  to alternate timing. If Noven elects not to proceed with the
                  Plan or the Project after signing and before the manufacturing
                  of clinical supply for ***, Noven shall pay a termination fee
                  of $500,000 to P&GP.

         10.      All disclosures relating to the Project shall be subject to
                  the Confidentiality Agreement between Noven and P&GP dated
                  December 12, 2002 (the "Confidentiality Agreement"). The terms
                  of the Confidentiality Agreement shall be merged with this
                  Agreement and shall be extended for the duration of this
                  Agreement.

         11.      PUBLICATION. It is understood that the Parties may wish to
                  publish or otherwise disclose information generated under the
                  Project to a third party for publication in a reputable
                  scientific forum (for example, as an abstract, poster
                  presentation, lecture, article, book, or any other means of


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        Securities and Exchange Commission. Asterisks denote omissions.


                  dissemination to the public). Such disclosures may be made to
                  a third party upon consent by the other party, such consent
                  not to be unreasonably withheld. No such disclosure shall be
                  made to a third party until a patent application has been
                  filed adequately describing and claiming any invention
                  believed to be patentable embodied in such disclosure. A party
                  wishing to make any such disclosure shall submit a complete
                  written draft of the disclosure to the other party at least
                  forty five (45) days prior to submission for publication of
                  such draft, or an abstract of a proposed oral disclosure at
                  least forty five (45) days prior to submission of such
                  abstract or the oral disclosure, whichever is earlier. In the
                  event that patent filings are necessary, public disclosure
                  shall be delayed until said patent filings have been made. The
                  other party shall have the right (i) to propose modifications
                  to the publication for patent reasons, (ii) to request a delay
                  in publication or presentation in order to protect patentable
                  information or (iii) to request that the information be
                  maintained as a trade secret and, in such case the other party
                  shall not make such publication.

         12.      The parties each represent and warrant that neither the
                  execution and delivery of this Agreement, nor the consummation
                  by Noven and P&GP of the transactions contemplated hereby,
                  will constitute a default under, or give rise to any right of
                  termination or cancellation of, any contract, agreement or
                  other instrument to which Noven or P&GP, as the case may be,
                  is a party.

         13.      P&GP agrees to indemnify and hold harmless Noven and its
                  officers, directors and employees from and against any and all
                  liability, damage, loss, cost or expense (including reasonable
                  attorney's fees and expenses) arising out of or resulting from
                  a breach of any representation or warranty made hereunder, any
                  third party claims made or suits brought against such parties
                  which arise or result from any activities undertaken by P&GP
                  with the Product; provided, however, P&GP shall not be
                  obligated to indemnify and hold harmless Noven from or against
                  any liability, damage, loss, cost or expense which results
                  from the negligence or other wrongdoing of Noven.

         14.      Noven agrees to indemnify and hold harmless P&GP and its
                  officers, directors and employees from and against any and all
                  liability, damage, loss, cost or expense (including reasonable
                  attorney's fees and expenses) arising out of or resulting from
                  any third party claims made or suits brought against such
                  parties which arise or result from any use of Noven's
                  technology under this Agreement, except as provided in item
                  13; provided, however, Noven shall not be obligated to
                  indemnify and hold harmless P&GP from or against any
                  liability, damage, loss, cost or expense which results from
                  the negligence or other wrongdoing of P&GP.

         15.      Each party represents that neither it nor any of its employees
                  has been debarred or is subject to debarment proceedings by
                  the FDA. If any such proceedings are commenced against a party
                  hereto (or any of its employees) during the term of this
                  Agreement, such party will notify the other party in writing
                  within five business days of the commencement of such
                  proceedings and will keep the other party informed, on a
                  regular basis, of the status of such proceedings. Neither
                  Noven nor P&GP will employ any persons or entities that have
                  been debarred, or that are subject to debarment proceedings,
                  for any aspect of the development, manufacturing or testing of
                  the Product.

         16.      Neither P&GP nor Noven shall be liable for failure of or delay
                  in performing obligations set forth in this Agreement, and
                  neither shall be deemed in breach of its obligations, if such
                  failure or delay is due to natural disasters or any causes
                  reasonably beyond the control of P&GP or Noven.

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          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.


         17.      Both P&GP and Noven shall comply in all material respects
                  (licenses, consents, and permits) with the requirements of all
                  applicable laws, rules, regulations and orders of any
                  government authority in procurement, handling and disposal of
                  the compounds and products to be studied hereunder.

         18.      Noven shall not commission or otherwise employ any third party
                  to carry out any services contractually entrusted to Noven by
                  this Agreement without the express prior written consent of
                  P&GP, except as contemplated in Exhibits A and B for
                  pre-clinical testing and microbiology.

         19.      Noven understands that the services that are the subject of
                  this agreement are subject to inspections by the competent
                  authorities including but not limited to the US FDA

         20.      In the event that (i) any governmental agency or authority
                  issues a request or directive or order that Product be
                  recalled or retrieved; (ii) a court of competent jurisdiction
                  orders that Product be recalled or retrieved; or (iii) P&GP
                  reasonably determines that Product should be recalled or
                  retrieved, P&GP shall promptly notify Noven of such event and
                  shall conduct such activity and take appropriate corrective
                  actions, and Noven shall provide such assistance to P&GP as is
                  reasonably necessary to carry out such activities at P&GP's
                  expense, unless this action is a result of Noven's negligence.

         21.      No more than ***, P&GP and its representatives shall have the
                  right to inspect the Bulk Patches and methods of manufacturing
                  and testing and all relevant records for the same, at all
                  premises used by Noven in meeting the requirements of this
                  Agreement during normal business hours upon reasonable notice.
                  Noven will also provide copies of all relevant records, within
                  a specified timeframe, upon request from P&GP. Following such
                  inspections, P&GP will submit a report to Noven with any
                  findings. If any items are identified as requiring follow-up
                  action, then Noven shall respond to P&GP in writing within
                  thirty (30) days of the receipt of the report. Such response
                  shall state actions Noven will undertake to correct any such
                  items and the proposed timing(s) therefore.

         22.      Each party will provide a project manager, who will be the
                  principal contact for communication between the parties.

         23.      The terms of this Agreement shall not be amended, modified,
                  varied or supplemented except in writing signed by the duly
                  authorized representatives of both parties.

         24.      In making and performing this Agreement, the parties are
                  acting and shall act as independent contractors. Nothing in
                  this Agreement shall be deemed to create an agency, joint
                  venture or partnership relationship between the parties
                  hereto. Neither party shall have the authority to obligate the
                  other party in any respect, and neither party shall hold
                  itself out as having any such authority.

         25.      If any provision of this Agreement shall be found by any court
                  or administrative body of competent jurisdiction to be invalid
                  or unenforceable, the invalidity or unenforceability of that
                  provision shall not affect the other provisions of this
                  Agreement and all provisions not affected by the invalidity or
                  unenforceability shall remain in full force and effect.

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        Securities and Exchange Commission. Asterisks denote omissions.


         26.      This Agreement may not be assigned or transferred without the
                  prior written consent of the other party; provided, however,
                  that either party may assign this agreement to any purchaser
                  of substantially all of its business and assets.

         27.      Except as required by law or applicable stock exchange rules,
                  neither party shall, without the prior written consent of the
                  other party, disclose to any other person or entity
                  (including, without limitation, by issuing a press release or
                  otherwise making any public statement) the fact that
                  confidential information has been exchanged between P&GP and
                  Noven, the fact that this Agreement has been executed and
                  delivered, the fact that the Project or discussions or
                  negotiations regarding the Project are taking place, or any of
                  the terms, conditions or other facts with respect thereto.

         28.      This Agreement, together with the Confidentiality Agreement
                  dated December 12, 2002, represents the entire agreement
                  between the parties relating to the Project and the Plan.
                  Neither party shall have obligations to the other party
                  hereunder other than as expressly set forth in this Agreement
                  and the Confidentiality Agreement.

         29.      This Agreement shall be governed by, and construed in
                  accordance with, the laws of the State of New York, without
                  giving effect to the choice of law provisions thereof.



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        Securities and Exchange Commission. Asterisks denote omissions.


         If you are in agreement with the foregoing arrangement, please so
indicate by signing where indicated below and return an executed copy to me.

                                            Sincerely,

                                            Noven Pharmaceuticals, Inc.



                                            By: /s/ James B. Messiry
                                                -----------------------------
                                                    James B. Messiry
                                                    Senior Vice President


ACCEPTED AND AGREED

P&GP Pharmaceuticals, Inc.



By:    /s/ Mark A. Collar
       -------------------------------------
       Mark A. Collar
       Vice President-Global Pharmaceuticals
       Procter & Gamble Worldwide

Date:  April 28, 2003
       -------------------------------------






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