<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


               Quarterly Report Under Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934

               For the quarterly period ended September 30, 1999

                         Commission file number 0-17254

                          NOVEN PHARMACEUTICALS, INC.



      STATE OF DELAWARE                                        59-2767632
   -------------------------------                      ----------------------
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                      Identification Number)

                    11960 S.W. 144th Street Miami, FL 33186
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)


                                 (305) 253-5099
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.

              Class                            Outstanding at October 29, 1999
   -----------------------------               -------------------------------
   Common stock $.0001 par value                         21,515,530


<PAGE>   2



                          NOVEN PHARMACEUTICALS, INC.

                                     INDEX

<TABLE>
<CAPTION>

                                                                             Page No.
                                                                             --------

<S>          <C>                                                             <C>
PART I - FINANCIAL INFORMATION


   Item 1-  Financial Statements

            Statements of Operations for the Three and Nine Months Ended
                  September 30, 1999 and 1998                                    3

            Balance Sheets as of September 30, 1999 and December 31, 1998        4

            Statements of Cash Flows for the Nine Months Ended
                  September 30, 1999 and 1998                                    5

            Notes to Financial Statements                                      6 - 7

   Item 2-  Management's Discussion and Analysis of  Financial
                  Condition and Results of Operations                          8 - 11

   Item 3-  Quantitative and Qualitative Disclosures About Market Risk           11

PART II -  OTHER INFORMATION

   Item 5-  Other Information                                                    12

   Item 6-  Exhibits and Reports on Form 8-K                                     12



SIGNATURES                                                                       13

</TABLE>




                                       2
<PAGE>   3
PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

                          NOVEN PHARMACEUTICALS, INC.
                            Statements of Operations
                   Three and Nine Months Ended September 30,
                    (in thousands, except per share amounts)
                                  (unaudited)

<TABLE>
<CAPTION>

                                                         Three Months               Nine Months
                                                    --------------------      ---------------------
                                                      1999         1998         1999         1998
                                                    -------      -------      -------      --------
<S>                                                 <C>          <C>          <C>          <C>
Revenues:
        Product sales                               $ 8,004      $ 3,962      $22,861      $ 12,789
        License revenue                                  56        1,057          169         1,172
                                                    -------      -------      -------      --------
        Total revenues                                8,060        5,019       23,030        13,961

Expenses:
        Cost of products sold                         3,464        1,576       10,069         5,803
        Research and development                      1,585        1,352        4,727         5,333
        Marketing, general and  administrative        1,800        2,038        5,446         7,881
                                                    -------      -------      -------      --------

        Total operating costs and expenses            6,849        4,966       20,242        19,017
                                                    -------      -------      -------      --------


Income (loss) from operations                         1,211           53        2,788        (5,056)
Interest income, net                                     78           87          193           362
                                                    -------      -------      -------      --------

Net income (loss) before income taxes                 1,289          140        2,981        (4,694)
Income taxes                                             50           --           68            --
                                                    -------      -------      -------      --------

Net income (loss)                                   $ 1,239      $   140      $ 2,913      $ (4,694)
                                                    =======      =======      =======      ========

Basic and diluted income (loss) per share           $  0.06      $   .01      $  0.14      $  (0.23)
                                                    =======      =======      =======      ========

Basic weighted average of common stock               21,511       21,475       21,501        20,855
                                                    =======      =======      =======      ========

Diluted weighted average of common stock             21,783       21,475       21,673        20,855
                                                    =======      =======      =======      ========

</TABLE>



The accompanying notes are an integral part of these statements.





                                       3
<PAGE>   4



                          NOVEN PHARMACEUTICALS, INC.
                                 Balance Sheets
                       (in thousands, except share data)

<TABLE>
<CAPTION>

                                                                   September 30, 1999    December 31, 1998
                                                                      (unaudited)           (audited)
                                                                   ------------------    -----------------
<S>                                                                    <C>                 <C>
Assets
Current Assets:
      Cash and cash equivalents                                        $  9,633             $  5,573
      Accounts receivable (less allowance for doubtful accounts
        of $153 in 1999 and $268 in 1998)                                 4,471                3,044
      Due from Vivelle Ventures LLC                                       1,882                3,489
      Inventories                                                         3,138                2,733
      Prepaid and other current assets                                      274                  421
                                                                       --------             --------

                                                                         19,398               15,260
Property,  Plant and Equipment:
       Property,  plant and equipment, at cost                           21,318               20,376
       Less: accumulated depreciation and amortization                    5,907                4,859
                                                                       --------             --------

                                                                         15,411               15,517
Other Assets:
      Investment in Vivelle Ventures LLC                                  6,878                7,500
      Patent development costs, net                                       1,801                1,765
      Deposits and other assets                                             415                  114
                                                                       --------             --------

                                                                          9,094                9,379
                                                                       --------             --------

                                                                       $ 43,903             $ 40,156
                                                                       ========             ========
Liabilities and Stockholders' Equity
Current Liabilities:
     Accounts payable                                                  $  3,233             $  4,954
     Notes payable                                                          375                  179
     Accrued compensation and related liabilities                         1,681                  913
     Other accrued liabilities                                              678                  141
                                                                       --------             --------

                                                                          5,967                6,187

Long Term Liabilities:
     Deferred license revenue                                             5,475                5,644
     Notes payable                                                          772                   --
                                                                       --------             --------

                                                                          6,247                5,644

Stockholders' Equity:
     Preferred stock - authorized 100,000 shares of $.01 par
         value; no shares issued or outstanding                              --                   --
     Common stock - authorized 40,000,000 shares,
         par value $.0001 per share; issued and
         outstanding 21,515,530  shares at September 30, 1999 and
         21,482,423 at December 31, 1998                                      2                    2
     Additional paid-in capital                                          66,457               66,669
     Accumulated deficit                                                (34,770)             (37,683)
     Treasury stock, 97,100 shares, at cost                                  --                 (663)
                                                                       --------             --------

                                                                         31,689               28,325
                                                                       --------             --------
                                                                       $ 43,903             $ 40,156
                                                                       ========             ========
</TABLE>

The accompanying notes are an integral part of these statements.




                                       4
<PAGE>   5

                          NOVEN PHARMACEUTICALS, INC.
                            Statements of Cash Flows
                        Nine Months Ended September 30,
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                                 1999             1998
                                                                               -------         ----------

<S>                                                                            <C>             <C>
Cash flows from operating activities:
Net Net income (loss)                                                          $ 2,913         $ (4,694)
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                                1,047              905
    Amortization of patent costs                                                   156              156
    (Increase) in inventories                                                     (405)            (621)
    Decrease in prepaid and other current assets                                   147               52
    (Increase) in accounts receivable                                             (811)          (2,604)
    Decrease in due from Vivelle Ventures LLC                                      991               --
    (Decrease) increase in accounts payable                                     (1,721)           1,613
    Increase in accrued compensation and related liabilities                     1,096              633
    Increase in other accrued liabilities                                          538               88
    (Decrease) in deferred license revenue                                        (169)            (169)
    (Increase) in deposits and other assets                                       (300)            (390)
                                                                               -------         --------

                  Cash flows provided by (used in) operating activities          3,482           (5,031)

Cash flows from investing activities:
    Investment in Vivelle Ventures LLC                                              --           (7,500)
    Distribution from Vivelle Ventures LLC                                         622               --
    Maturity of securities, net                                                     --            5,880
    Purchase of fixed assets                                                      (941)            (691)
    Payments for patent development costs                                         (192)            (181)
                                                                               -------         --------

                  Cash (used in) investing activities                             (511)          (2,492)

Cash flows from financing activities:
    Notes payable                                                                  968               --
    Sale of common stock                                                           121            2,523
                                                                               -------         --------

                  Cash flows provided by financing activities                    1,089            2,523
                                                                               -------         --------

Net increase (decrease) in cash and cash equivalents                             4,060           (5,000)
Cash and cash equivalents - beginning of period                                  5,573           11,268
                                                                               -------         --------

Cash and cash equivalents - end of period                                      $ 9,633         $  6,268
                                                                               =======         ========


</TABLE>

In accrued compensation and related liabilities, the 1998 bonuses for employees
and officers of $329 were settled by issuance of common stock.

Cash payments for interest were $29 in 1999; no interest payments were made in
prior year.

The accompanying notes are an integral part of these statements.





                                       5
<PAGE>   6

                          NOVEN PHARMACEUTICALS, INC.
                    Notes to Unaudited Financial Statements

1.     Basis of presentation

               In management's opinion, the accompanying unaudited financial
       statements of Noven Pharmaceuticals, Inc. ("Noven") contain all
       adjustments (consisting of only normal recurring adjustments) necessary
       to present fairly the financial position of Noven as of September 30,
       1999, and the results of its operations for the three and nine months
       ended September 30, 1999 and 1998. The results of operations and cash
       flows for the nine months ended September 30, 1999 are not necessarily
       indicative of the results of operations or cash flows which may be
       reported for the remainder of 1999.

               The accompanying financial statements have been prepared
       pursuant to the rules and regulations of the Securities and Exchange
       Commission for reporting on Form 10-Q. Pursuant to such rules and
       regulations, certain information and footnote disclosures normally
       included in financial statements prepared in accordance with generally
       accepted accounting principles have been condensed or omitted. The
       financial statements should be read in conjunction with the financial
       statements and the notes to the financial statements included in Noven's
       Annual Report on Form 10-K for the year ended December 31, 1998.

               The accounting policies followed for interim financial reporting
       are the same as those disclosed in Note 1 of the notes to the financial
       statements included in Noven's Annual Report on Form 10-K for the year
       ended December 31, 1998.

            Certain amounts presented in the financial statements for prior
       periods have been reclassified to the current period's presentation.

2.     Inventories:

               The following are the major classes of inventory (in thousands):


                                     September 30,           December 31,
                                         1999                   1998
                                     -------------           ------------

      Finished goods                   $   206                 $   685
      Work in process                      787                     337
      Raw materials                      2,145                   1,711
                                       -------                 -------
      Total                            $ 3,138                 $ 2,733
                                       =======                 =======



3.     Income Taxes:
                Income taxes for the three and nine months ended September 30,
1999 is a provision for the alternative minimum tax.






                                       6
<PAGE>   7
4.      Investment in Vivelle Ventures LLC:

                Noven shares in the income of Vivelle Ventures LLC d/b/a
       Novogyne Pharmaceuticals (the "Joint Venture") according to an
       established formula after an annual preferred return of $6.1 million to
       Novartis Pharmaceuticals Corporation ("Novartis"). Noven's share of
       income increases as product sales increase, subject to a cap of 50%. The
       Joint Venture did not produce sufficient income in the nine months ended
       September 30, 1999 for Noven to recognize income from the Joint Venture
       under the established formula.

                During the nine months ended September 30, 1999 Noven sold $6.1
       million of products to, and earned $1.8 million in royalties from, the
       Joint Venture and was reimbursed for $10.4 million of sales and
       marketing expenses incurred on behalf of the Joint Venture. As of
       September 30, 1999 Noven's receivable from the Joint Venture was $1.9
       million, representing products sold to and marketing expenses
       reimbursable from the Joint Venture. All intercompany balances are
       generally paid by the 15th day of the following month.

                Subject to the approval of the Joint Venture's management
       committee, cash may be distributed quarterly to Novartis and Noven based
       upon a contractual formula. In April 1999, Noven received a cash
       distribution of $622,000 from the Joint Venture based upon the results
       of operations for the year ended December 31, 1998. This distribution
       was recorded as a return of capital in the second quarter of 1999.

5.      Notes Payable:

                In May 1999, Noven entered into a Master Finance Lease
       Agreement (the "Master Lease") with SunTrust Bank, Miami for a maximum
       principal amount of $1 million with a base lease term of three or four
       years depending upon the equipment type. The Master Lease contains
       certain financial covenants. Transactions under the Master Lease have
       been accounted for as financial arrangements. Under the Master Lease,
       Noven has entered into one lease in the amount of $624,000 with an
       expiration date of May 2003.

6.     Stockholders' Equity:

                In January 1999, Noven issued approximately 62,000 shares of
       its common stock to certain officers and employees as a bonus for their
       performance during 1998. The value of the shares issued was based upon
       market price at the time of grant. The bonus amount was recognized as
       compensation expense in 1998.

                In April 1999, Noven retired 97,100 shares of treasury stock
       valued at $663,000.

7.     Subsequent Events:

                In October 1999, Novartis Pharma AG sublicensed from
       Rhone-Poulenc Rorer, Inc. and its affiliates ("RPR") RPR's rights to
       market (1) Noven's combination estrogen/progestin transdermal system
       under the name Estalis(R) in all countries other than the U.S. and
       Japan, and (2) Noven's first generation estrogen transdermal system
       under the name Menorest(R) in all countries other than the U.S., Canada
       and Japan. In connection with the sublicense transaction, and pursuant
       to Noven's license agreement with RPR, Noven received $2.7 million in
       cash from RPR as Noven's share of the sublicense fees paid to RPR.




                                       7
<PAGE>   8


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

         The following discussion and analysis should be read in conjunction
with the financial statements, the related notes and management's discussion
and analysis of financial condition and results of operations included in
Noven's Annual Report on Form 10-K for the year ended December 31, 1998 and the
financial statements and related notes included in Item 1 of this Quarterly
Report on Form 10-Q. Except for historical information contained herein, the
matters discussed below are forward looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such statements involve risks and uncertainties, including but not limited to
economic, competitive, governmental and technological factors affecting Noven's
operations, markets, products and prices, and other factors. These factors,
which are discussed elsewhere in this report and in the documents filed by
Noven with the Securities and Exchange Commission ("SEC"), may cause Noven's
results to differ materially from the forward looking statements made in this
report or otherwise made by or on behalf of Noven.

         Noven recognizes revenues from product sales at the time of shipment.
Noven accrues royalty revenue, which is included in product sales, based on
its best estimates of its licensee's product sales. When no reasonable basis
for estimating exists because the information is not in Noven's control, Noven
will recognize royalty revenue when actual results are available. Because
substantially all of Noven's product sales are to its licensees, Noven's
product sales may fluctuate from quarter to quarter depending on various
factors not in Noven's control, including but not limited to, inventory
requirements of each licensee, the product pricing of each licensee and the
timing of certain royalty reconciliations and payments under Noven's license
agreements. Royalty reconciliations and payments under the license agreements
are generally made once or twice a year for product sales made in the prior
period.

Results of Operations

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998

          Total revenues for the nine months ended September 30, 1999 were
$23.0 million, an increase of $9.1 million, or 65%, over the same period in the
prior year. This increase in revenues was primarily attributable to the launch
of Vivelle-Dot(TM) by Vivelle Ventures LLC (the "Joint Venture") in May 1999
and sales of CombiPatch(TM), which was launched in the U.S. by Rhone-Poulenc
Rorer, Inc. ("RPR") in September 1998, partially offset by lower licensing
revenue due to milestone payments received during the 1998 period. Revenues for
the 1999 period included $1.2 million in royalty payments related to sales of
Menorest(R) in certain European countries through 1998.

          Gross profit for the nine months ended September 30, 1999 was $12.8
million (56% of product sales), compared to $7.0 million (55% of product sales)
for the same period in the prior year. The increase in gross margins resulted
primarily from a shift in product mix.

         Research and development expenses decreased approximately $0.6
million, or 11%, for the nine months ended September 30, 1999, compared to the
same period in the prior year. This decrease was attributable to fewer clinical
studies in 1999 as a result of completion of studies relating to
Vivelle-Dot(TM). The future level of research and development expenditures will
depend on, among other things, the status of products under development and the
outcome of clinical trials, strategic decisions by management, the consummation
of new license agreements and Noven's liquidity.





                                       8
<PAGE>   9
         Marketing, general and administrative expenses decreased approximately
$2.4 million, or 31%, for the nine months ended September 30, 1999 from the same
period in the prior year. This decrease was primarily due to lower sales and
marketing expenses associated with Dentipatch(R).

         Interest income, net decreased approximately $0.2 million, or 47%, for
the nine months ended September 30, 1999 compared to the same period in 1998,
primarily due to lower average balances in cash and cash equivalents and an
increase in debt associated with a Master Lease facility entered into in May
1999.

         Income taxes for the nine months ended September 30, 1999 is a
provision for the alternative minimum tax.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

          Total revenues for the three months ended September 30, 1999 were
$8.1 million, an increase of $3.0 million, or 61%, over the same period in the
prior year. This increase in revenues was primarily attributable to the launch
of Vivelle-Dot(TM) in May 1999 and sales of CombiPatch(TM), which was launched
in the U.S. by RPR in September 1998, partially offset by lower licensing
revenue due to milestone payments received during the 1998 period. Revenues for
the 1999 period included $1.2 million in royalty payments related to sales of
Menorest(R) in certain European countries through 1998.

          Gross profit for the three months ended September 30, 1999 was $4.5
million (57% of product sales), compared to $2.4 million (60% of product sales)
for the same period in the prior year. The decrease in gross margins resulted
primarily from a shift in product mix and an increase in the number of units
packaged by Noven.

         Research and development expenses increased approximately $0.2
million, or 17%, for the three months ended September 30, 1999 compared to the
same period in the prior year. This increase was attributable to an increase in
clinical studies and normal operating expenses.

         Marketing, general and administrative expenses decreased approximately
$0.2 million, or 12%, for the three months ended September 30, 1999 compared to
the same period in the prior year. This decrease was primarily due to lower
sales and marketing expenses associated with Dentipatch(R).

         Income taxes for the three months ended September 30, 1999 is a
provision for the alternative minimum tax.

Liquidity and Capital Resources

         As of September 30, 1999 and December 31, 1998, Noven had $9.6 million
and $5.6 million, respectively, in cash and cash equivalents.

         Net cash of approximately $3.5 million was provided by operating
activities during the first nine months of 1999, compared to approximately $5.0
million used in operating activities during the same period in the prior year.
This increase primarily resulted from growth in income from operations before
depreciation and amortization.




                                       9
<PAGE>   10
         Net cash of approximately $0.5 million was used in investing activities
during the first nine months of 1999, compared to approximately $2.5 million
used in investing activities during the same period of the prior year. In 1998,
the investment in the Joint Venture was partially offset by the maturity of
securities. Net cash used in investing activities during 1999 resulted from the
purchase of fixed assets and payment of patent development costs, partially
offset by a cash distribution from the Joint Venture.

         Net cash of approximately $1.1 million was provided by financing
activities during the first nine months of 1999, compared to approximately $2.5
million provided by financing activities during the same period of the prior
year. The 1998 period was affected by sales of common stock from the exercise of
certain warrants. In May 1999, Noven entered into a Master Lease with SunTrust
Bank, Miami for a maximum principal amount of $1.0 million with a base lease
term of three or four years depending upon the equipment type. The Master Lease
contains certain financial covenants. Under the Master Lease, Noven has entered
into one lease in the amount of $624,000 with an expiration date of May 2003.

         Noven's principal sources of short term liquidity are existing cash
and cash generated from product sales, royalties under license agreements and
distributions from the Joint Venture, which Noven believes will be sufficient
to meet its operating needs and anticipated capital requirements. For the long
term, Noven intends to utilize funds derived from these sources, as well as
funds generated through sales of products under development. Noven expects that
such funds will be comprised of payments received pursuant to future licensing
arrangements, as well as Noven's direct sales of its own products. There can be
no assurance that Noven will successfully complete the development of products
under development, that Noven will obtain regulatory approval for any such
products, that any approved product may be produced in commercial quantities,
at reasonable costs, and be successfully marketed, or that Noven will
successfully negotiate future licensing arrangements. To the extent that
capital requirements exceed available capital, Noven will seek alternative
sources of financing to fund its operations. Other than the Master Lease, Noven
has no credit facility and no assurance can be given that alternative financing
will be available, if at all, in a timely manner, on favorable terms. If Noven
is unable to obtain satisfactory alternative financing, Noven may be required
to delay or reduce its proposed expenditures, including expenditures for
research and development, or sell assets in order to meet its future
obligations.

Year 2000 Compliance

         Noven believes that its Year 2000 project is essentially complete. The
project has addressed potential problems in certain computer programs and
embedded chips, which represent the calendar year with only the last two
digits. There is a risk that, with respect to the change in calendar year from
1999 to 2000, some programs or chips could interpret "00" as "2000", "1900", or
some other input. The project addressed issues in critical business areas
related to information technology ("IT") systems, such as computer equipment
and software, as well as non-IT systems, such as communication systems, alarm
and security systems, manufacturing and distribution equipment and control
systems, and laboratory testing and environmental control equipment and
systems.






                                      10
<PAGE>   11


Status

         Noven initiated its Year 2000 project in early 1998 and engaged an
independent consulting company to assist in coordinating its Year 2000 project.
The initial inventory, assessment and prioritization and planning phases were
completed by May 1998. Noven has also completed the testing and remediation of
its IT and non-IT systems. None of Noven's other IT projects have been
materially delayed or impacted by the Year 2000 Project.

         Noven also undertook efforts to determine the extent to which it may
be affected by Year 2000 issues of third parties, including suppliers,
customers, service providers and certain agencies and regulatory organizations.
Noven has reviewed and continues to review with its critical suppliers and
major customers the status of their Year 2000 readiness. Some third parties
have either declined to provide the requested information or have limited the
scope of their assurances. Noven has established a plan for the continued
monitoring of critical business partners during 1999. Noven can provide no
assurance that these third parties will not experience business disruption.

Costs

         The estimated total cost of the Year 2000 project is $200,000. As of
September 30, 1999, Noven had incurred costs of approximately $195,000 related
to this project. The project is being funded by cash on hand and from
internally generated funds, which Noven expects to be adequate to complete the
project.

Risks

         Noven believes that the Year 2000 issue will not have a material
adverse effect on its results of operations, liquidity or financial condition.
While Noven believes it is difficult to specifically identify the most
reasonable worst case Year 2000 scenario, a reasonable worst case scenario
would be the failure of third parties with which Noven conducts significant
business, including critical supplies and major customers, to be Year 2000
compliant. Accordingly, a contingency plan has been developed for dealing with
possible third-party failures, to the extent reasonably possible, including
adjusting certain purchasing decisions and putting alternative processes and
systems in place to address potential system failures. Noven plans to continue
to analyze, develop and implement contingency plans throughout the remainder of
1999. No contingency plan can fully mitigate the impact of significant business
disruptions among these third parties, and such plans cannot guarantee that no
material adverse effects will occur.

         The costs of Noven's Year 2000 project are based upon management's
best estimates, which were derived using numerous assumptions regarding future
events, including the continued availability of certain resources, third-party
remediation plans and other factors. There can be no assurance that these
estimates will prove to be accurate, and actual results could differ materially
from those currently anticipated.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

         Noven does not believe that it has material exposure to market rate
risk. Noven has no material debt obligations. Noven may, however, require
additional financing to fund future obligations and no assurance can be given
that the terms of future sources of financing will not expose Noven to material
market rate risk.






                                      11
<PAGE>   12

                          PART II - OTHER INFORMATION



Item 5.    Other Information

         In October 1999, Novartis Pharma AG sublicensed from Rhone-Poulenc
Rorer Inc. and its affiliates ("RPR"), RPR's rights to market (1) Noven's
combination estrogen/progestin transdermal system under the name Estalis(R) in
all countries other than the U.S. and Japan, and (2) Noven's first generation
estrogen transdermal system under the name Menorest(R) in all countries other
than the U.S., Canada and Japan. In connection with the sublicense transaction,
and pursuant to Noven's license agreement with RPR, Noven received $2.7 million
in cash from RPR as Noven's share of the sublicense fees paid to RPR.

Item 6.    Exhibits and Reports on Form 8-K

(a)        Exhibits

             10.1   Amended and Restated License Agreement, dated as of
                    September 30, 1999, between Rhone-Poulenc Rorer, Inc. and
                    Noven (with certain provisions omitted pursuant to rule 24
                    b-2).

             10.2   Amended and Restated License Agreement, dated as of
                    September 30, 1999, between Rhone-Poulenc Rorer
                    Pharmaceuticals, Inc. and Noven (with certain provisions
                    omitted pursuant to rule 24 b-2).

             27     Financial Data Schedule

(b)        Reports on Form 8-K

         No reports on Form 8-K were filed by the Registrant during the three
months ended September 30, 1999.









                                      12
<PAGE>   13

                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                              NOVEN PHARMACEUTICALS, INC.





Date: November 15, 1999                        By: /s/ James B. Messiry
                                                   ----------------------------
                                                   James B. Messiry
                                                   Vice President and
                                                   Chief Financial Officer






                                      13
<PAGE>   14

Exhibits

             10.1   Amended and Restated License Agreement, dated as of
                    September 30, 1999, between Rhone-Poulenc Rorer, Inc. and
                    Noven (with certain provisions omitted pursuant to rule 24
                    b-2).

             10.2   Amended and Restated License Agreement, dated as of
                    September 30, 1999, between Rhone-Poulenc Rorer
                    Pharmaceuticals, Inc. and Noven (with certain provisions
                    omitted pursuant to rule 24 b-2).


             27     Financial Data Schedule








                                      15