<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 June 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 July 30, 1999
         -----------------------------         ----------------------------
         Common stock $.0001 par value                 21,515,530


<PAGE>   2



                           NOVEN PHARMACEUTICALS, INC.

                                      INDEX
<TABLE>
<CAPTION>

                                                                               Page No.
                                                                               --------
<S>                                                                            <C>
PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

              Statements of Operations for the Three and Six Months Ended
                     June 30, 1999 and 1998                                          3

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

              Statements of Cash Flows for the Six Months Ended
                     June 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 - 12

   Item 3 - Quantitative and Qualitative Disclosures About Market Risk              12

PART II -  OTHER INFORMATION

   Item 4 - Submission of Matters to a Vote of  Security Holders                    12

   Item 5 - Other Information                                                       13

   Item 6 - Exhibits and Reports on Form 8-K                                        13



SIGNATURES                                                                          14

</TABLE>






                                       2

<PAGE>   3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                         Three Months                 Six Months
                                                    ----------------------       ----------------------
                                                      1999          1998           1999          1998
                                                    --------      --------       --------      --------
<S>                                                 <C>           <C>            <C>           <C>
Revenues:
         Product sales                              $  7,437      $  6,338       $ 14,857      $  8,827
         License revenue                                  56            56            113           115
                                                    --------      --------       --------      --------

         Total revenues                                7,493         6,394         14,970         8,942

Expenses:
        Cost of products sold                          3,361         3,195          6,605         4,227
        Research and development                       1,485         1,981          3,142         3,982
        Marketing, general and  administrative         1,743         2,861          3,647         5,843
                                                    --------      --------       --------      --------

        Total operating costs and expenses             6,589         8,037         13,394        14,052
                                                    --------      --------       --------      --------

Income (loss) from operations                            904        (1,643)         1,576        (5,110)
Interest income, net                                      64            86            116           276
                                                    --------      --------       --------      --------

Net income (loss) before income taxes                    968        (1,557)         1,692        (4,834)
Income taxes                                               9            --             18            --
                                                    --------      --------       --------      --------

Net income (loss)                                   $    959      $ (1,557)      $  1,674      $ (4,834)
                                                    ========      ========       ========      ========

Basic and diluted income (loss) per share           $   0.05      $  (0.08)      $   0.08      $  (0.24)
                                                    ========      ========       ========      ========

Basic weighted average of common stock                21,460        20,605         21,496        20,541
                                                    ========      ========       ========      ========

Diluted weighted average of common stock              21,638        20,605         21,673        20,541
                                                    ========      ========       ========      ========
</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>
                                                                    June 30, 1999    December 31, 1998
                                                                     (UNAUDITED)         (AUDITED)
                                                                      --------           --------
<S>                                                                   <C>                <C>
ASSETS
Current Assets:
      Cash and cash equivalents                                       $  7,293           $  5,573
      Accounts receivable (less allowance for doubtful accounts
         of $168 in 1999 and $268 in 1998)                               4,201              3,044
      Due from Vivelle Ventures LLC                                      3,284              3,489
      Inventories                                                        2,934              2,733
      Prepaid and other current assets                                     350                421
                                                                      --------           --------

                                                                        18,062             15,260
Property, Plant and Equipment:
       Property, plant and equipment, at cost                           20,887             20,376
       Less: accumulated depreciation and amortization                   5,544              4,859
                                                                      --------           --------

                                                                        15,343             15,517
Other Assets:
      Investment in Vivelle Ventures LLC                                 6,878              7,500
      Patent development costs, net                                      1,816              1,765
      Deposits and other assets                                            421                114
                                                                      --------           --------

                                                                         9,115              9,379
                                                                      --------           --------

                                                                      $ 42,520           $ 40,156
                                                                      ========           ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                 $  3,785           $  4,954
     Notes payable                                                         424                179
     Accrued compensation and related liabilities                        1,072                913
     Other accrued liabilities                                             484                141
                                                                      --------           --------

                                                                         5,765              6,187

Long Term Liabilities:
     Deferred license revenue                                            5,531              5,644
     Notes payable                                                         815                 --
                                                                      --------           --------

                                                                         6,346              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 21,482,270 shares at June 30, 1999 and
          21,482,423 at December 31, 1998                                    2                  2
      Additional paid-in capital                                        66,416             66,669
      Accumulated deficit                                              (36,009)           (37,683)
      Treasury stock, 97,100 shares, at cost                                --               (663)
                                                                      --------           --------

                                                                        30,409             28,325
                                                                      --------           --------

                                                                      $ 42,520           $ 40,156
                                                                      ========           ========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS



                                       4

<PAGE>   5

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

<TABLE>
<CAPTION>
                                                                             1999           1998
                                                                           --------       --------
<S>                                                                        <C>            <C>
Cash flows from operating activities:
  Net income (loss)                                                        $  1,674       $ (4,834)
    Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
       Depreciation and amortization                                            685            496
       Amortization of patent costs                                             104            104
       (Increase) in inventories                                               (201)          (134)
       Decrease (increase) in prepaid and other current assets                   71            (64)
       (Increase) in accounts receivable                                     (1,157)        (2,479)
       Decrease in due from Vivelle Ventures LLC                                205             --
       (Decrease) increase in accounts payable                               (1,169)           947
       Increase in accrued compensation and other accrued liabilities           831            698
       (Decrease) in deferred license revenue                                  (113)          (113)
       (Increase) in deposits and other assets                                 (307)          (404)
                                                                           --------       --------

           Cash flows provided by (used in) operating activities                623         (5,783)

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                                                (511)          (497)
       Payments for patent development costs                                   (155)          (130)
                                                                           --------       --------

           Cash (used in) investing activities                                  (44)        (2,247)

Cash flows from financing activities:
       Notes payable                                                          1,060             --
       Sale of common stock                                                      81          2,500
                                                                           --------       --------

           Cash flows provided by financing activities                        1,141          2,500
                                                                           --------       --------

Net increase (decrease) in cash and cash equivalents                          1,720         (5,530)
Cash and cash equivalents - beginning of period                               5,573         11,268
                                                                           --------       --------

Cash and cash equivalents - end of period                                  $  7,293       $  5,738
                                                                           ========       ========
</TABLE>

The accrued 1998 bonuses for employees and officers of $329 were settled by
issuance of common stock.

Cash payments for interest were $9.3 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 June 30, 1999,
       and the results of its operations for the three and six months ended June
       30, 1999 and 1998. The results of operations and cash flows for the six
       months ended June 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):

                                                        June 30,  December 31,
                                                         1999        1998
                                                        ------      ------

                        Finished goods                  $1,055      $  685
                        Work in process                    199         337
                        Raw materials                    1,680       1,711
                                                       -------      ------

                        Total                           $2,934      $2,733
                                                       =======      ======

3.     Income Taxes:

                Income taxes for the three and six months ended June 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 six months ended
       June 30, 1999 under the established formula for Noven to recognize income
       from the Joint Venture.

                During the six months ended June 30, 1999 Noven sold $4.1
       million of products to, and earned $1.3 million in royalties from, the
       Joint Venture and was reimbursed for $6.5 million of sales and marketing
       expenses incurred on behalf of the Joint Venture. As of June 30, 1999
       Noven's receivable from the Joint Venture was $3.3 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

<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.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

         Total revenues for the six months ended June 30, 1999 were $15.0
million, an increase of $6.0 million, or 67%, 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, which
resulted in higher sales of the Vivelle family of products, and sales of
CombiPatch(TM), which was launched in the U.S. by Rhone-Poulenc Rorer, Inc.
("RPR") in September 1998. Royalties are included in product sales. Because
substantially all of Noven's product sales are to its licensees, Noven expects
that its product sales may fluctuate from quarter to quarter depending on
various factors not in Noven's control, including, but not limited to, the
inventory requirements of each licensee.

          Gross profit for the six months ended June 30, 1999 was $8.3 million
(56% of product sales), compared to $4.6 million (52% of product sales) for the
same period in the prior year . The increase in gross margins resulted primarily
from a shift in product mix and an increase in manufacturing efficiency.

         Research and development expenses decreased approximately $0.8 million,
or 21%, for the six months ended June 30, 1999, compared to the same period in
the prior year . This decrease was attributable to fewer clinical studies in the
first half of 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.

         Marketing, general and administrative expenses decreased approximately
$2.2 million, or 38%, for the six months ended June 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).






                                       8
<PAGE>   9

         Interest income, net decreased approximately $0.2 million, or 58%, for
the six months ended June 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 six months ended June 30, 1999 is a provision for
the alternative minimum tax.

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

          Total revenues for the three months ended June 30, 1999 were $7.5
million, an increase of $1.1 million, or 17%, 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, which resulted in higher sales of the Vivelle
family of products, and sales of CombiPatch(TM), which was launched in the U.S.
by RPR in September 1998.

          Gross profit for the three months ended June 30, 1999 was $4.1 million
(55% of product sales), compared to $3.1 million (50% of product sales) for the
same period in the prior year. The increase in gross margins resulted primarily
from a shift in product mix and an increase in manufacturing efficiency.

         Research and development expenses decreased approximately $0.5 million,
or 25%, for the three months ended June 30, 1999 compared to the same period in
the prior year. This decrease was attributable to fewer clinical studies in the
first half of 1999, as a result of completion of studies relating to
Vivelle-Dot(TM).

         Marketing, general and administrative expenses decreased approximately
$1.1 million, or 39%, for the three months ended June 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) and, to a lesser extent,
lower administrative costs.

         Interest income, net decreased approximately $22,000, or 26%, for the
three months ended June 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 three months ended June 30, 1999 is a provision
for the alternative minimum tax.












                                       9


<PAGE>   10

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1999 and December 31, 1998, Noven had $7.3 million and
$5.6 million, respectively, in cash and cash equivalents.


         Net cash of approximately $0.6 million was provided by operating
activities during the first six months of 1999, compared to approximately $5.8
million used in operating activities during the same period in the prior year.
The increase in cash provided by operating activities was primarily the result
of improved operating income, offset by an increase in accounts receivable and a
reduction in accounts payable. The higher accounts receivable is a direct result
of higher sales of the Vivelle family of products and sales of CombiPatch(TM).

         Net cash of approximately $44,000 was used in investing activities
during the first six months of 1999, compared to approximately $2.2 million used
in investing activities during the same period of the prior year. The difference
in cash flows was primarily attributable to the investment in the Joint Venture,
offset by the maturity of securities in the 1998 period. 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 six months of 1999, compared to approximately $2.5
million provided by financing activities during the same period of the prior
year. The difference in cash flows was primarily attributable to higher than
normal sales of common stock in 1998 as a result of the exercise of certain
warrants, partially offset by the increase in notes payable in 1999. In May
1999, Noven entered into a Master Lease with SunTrust Bank, Miami for a maximum
principal amount of $1.1 million with a 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.

         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 over the short
term. 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, or that any approved product may be produced in
commercial quantities, at reasonable costs, and be successfully marketed. To the
extent that capital requirements exceed available capital, Noven will need to
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.







                                       10

<PAGE>   11

Year 2000 Compliance

         Noven believes that its Year 2000 project is proceeding on schedule.
The project is addressing 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 addresses 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.

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 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. The book value of computers,
software and equipment that will need to be written off as a result of not being
Year 2000 compliant is immaterial.

         Noven has commenced 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
been reviewing 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.

COSTS

         The estimated total cost of the Year 2000 project is $250,000. As of
June 30, 1999, Noven had incurred costs of approximately $175,000 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 failure to correct a material Year 2000 problem
could result in an interruption in, or failure of, certain normal business
activities or operations. Noven is unable to determine at this time whether the
results of any Year 2000 readiness issues will have an impact on Noven's results
of operations, liquidity or financial condition. The Year 2000 project is
expected to significantly reduce Noven's level of uncertainty about Year 2000
problems, including the Year 2000 compliance and readiness of its material third
parties. Noven believes that its programs for Year 2000 readiness will
significantly improve its ability to deal with its own Year 2000 readiness
issues and those of material third parties. A contingency plan has not been
developed for dealing with the most reasonably likely worst case scenario, and
such scenario has not yet been clearly identified. Noven currently plans to
complete such analysis and develop and implement any necessary contingency plans
by December 31, 1999.


                                       11


<PAGE>   12

Such plans will not, however, guarantee that no material adverse effects will
occur.

         The costs of Noven's Year 2000 project and the dates on which Noven
believes it will complete the various phases of this 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. Specific factors that
could cause such material differences include, but are not limited to, the
availability and cost of personnel trained in Year 2000 issues, the ability to
identify, assess, remediate and test all relevant computer code and embedded
technology, the performance of new systems and equipment, the reduction of
productivity pending completion of employee training and similar uncertainties.

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.



                           PART II - OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Annual Meeting of Stockholders held on June 8, 1999.

         (i)  Election of  Directors

                                                 FOR                  AGAINST
                                             ----------               -------
              Sheldon H. Becher              15,270,659               213,324
              Sidney Braginsky               15,270,259               213,724
              Rodolfo C. Bryce               15,270,059               213,924
              Lawrence J. DuBow              15,270,259               213,724
              Mitchell Goldberg              15,270,659               213,324
              Steven Sablotsky               15,270,659               213,324
              Robert C. Strauss              15,270,259               213,724


         (ii)  The ratification of the appointment of Deloitte & Touche LLP as
               the independent certified public accountants for 1999 was
               approved by an affirmative vote of 15,331,083 shares to a
               negative vote of 133,529 shares, with 19,371 shares abstaining.

         (iii) The proposal to approve the Noven Pharmaceuticals, Inc. Long-Term
               Incentive Plan was approved by an affirmative vote of 14,053,781
               shares to a negative vote of 1,379,261 shares, with 50,941 shares
               abstaining.



                                       12

<PAGE>   13

ITEM 5. OTHER INFORMATION

                  In August 1999, Noven's Board of Directors amended the Noven
Pharmaceuticals, Inc. 1992 Stock Option Plan and the Noven Pharmaceuticals, Inc.
1997 Stock Option Plan to conform the change in control provisions of such plans
to the comparable provisions of the Noven Pharmaceuticals, Inc. 1999 Long-Term
Incentive Plan, which was approved by Noven's shareholders in June 1999. The
amendments will affect outstanding options under the 1992 and 1997 plans, and
the Board believes that the amendments will enhance the incentive and retention
value of the plans.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

        10.1  Amendment to Noven Pharmaceuticals, Inc. 1992 Stock Option Plan

        10.2  Amendment to Noven Pharmaceuticals, Inc. 1997 Stock Option Plan

        27    Financial Data Schedule

(b)     REPORTS OF FORM 8-K

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























                                       13




<PAGE>   14

                                   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:   August 13, 1999                         By: /s/ James B. Messiry
        ---------------                             -----------------------
                                                    James B. Messiry
                                                    Vice President and
                                                    Chief Financial Officer





























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<PAGE>   15


                                    EXHIBITS

           10.1   Amendment to Noven Pharmaceuticals, Inc.
                  1992 Stock Option Plan

           10.2   Amendment to Noven Pharmaceuticals, Inc.
                  1997 Stock Option Plan

           27     Financial Data Schedule






























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