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                                                                    EXHIBIT 3.7


                          CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                           NOVEN PHARMACEUTICALS, INC.

         NOVEN PHARMACEUTICALS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That by unanimous consent of the Board of Directors of Noven
Pharmaceuticals, Inc. resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and submitting it to the stockholders entitled to
vote thereto for adoption at a meeting of stockholders. The resolution setting
forth the proposed amendment is as follows:

         RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "Fourth" so that, as amended,
said Article shall be and read as follows:

                  The total number of shares of capital stock which the
         corporation shall have authority to issue is 40,100,000, of which
         40,000,000 shall be common stock of $.0001 par value per share and of
         which 100,000 shall be preferred stock of $.01 par value per share.

                  The Preferred Stock may be issued from time to time in one or
         more series. The Board of Directors is expressly authorized, in the
         resolution or any resolutions providing for the issue of any wholly
         unissued series of Preferred Stock, to fix, state and express the
         powers, rights, designations, preferences, qualifications, limitations
         and restrictions thereof, including, without limitation: the rate of
         dividends upon which and the times at which dividends on shares of such
         series shall be payable and the preferences, if any,

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         which such dividends shall have relative to dividends on shares of any
         other class or classes or any other series of stock of this
         corporation, whether such dividends shall be cumulative or
         non-cumulative, and if cumulative, the date or dates from which
         dividends on shares of such series shall be cumulative; the voting
         rights, if any, to be provided for shares of such series; the rights,
         if any, which the holders of shares of such series shall have in the
         event of any voluntary or involuntary liquidation, dissolution or
         winding up of the corporation; the rights, if any, which the holders of
         shares of such series shall have to convert such shares into or
         exchange such shares for shares of Common Stock of this Company and the
         terms and conditions, including price and rate of exchange of such
         conversion or exchange; the redemption (including sinking fund
         provisions), if any, of shares of such series; and such other powers,
         rights, designations, preferences, qualifications, limitations and
         restrictions as the Board of Directors may desire to so fix. The Board
         of Directors is also expressly authorized to fix the number of shares
         constituting such series and to increase or decrease the number of
         shares of any series prior to the issue of shares of that series and to
         decrease, but not increase, the number of shares of any series
         subsequent to the issue of shares of that series, but not below, the
         number of shares of such series then outstanding. In case the number of
         shares of any series shall be so decreased, the shares constituting
         such decrease shall resume the status which they had prior to the
         adoption of the resolution originally fixing the number of shares of
         such series.

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the amendment was submitted to the stockholders entitled to vote
thereon for adoption at the annual meeting of stockholders with the required
notice in accordance with Section 242 of the General Corporation Law of the
State of Delaware and at which the necessary number of shares as required by
statute were voted in favor of the amendment.


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         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said Noven Pharmaceuticals, Inc. caused
this certificate to be signed by Steven Sablotsky, its President
and Noreen Sablotsky, its Secretary, this 9th day of June, 1997.

                                                     /s/ Steven Sablotsky
                                                     ---------------------------
                                                     STEVEN SABLOTSKY, President


                                                     /s/ Noreen Sablotsky
                                                     ---------------------------
                                                     NOREEN SABLOTSKY, Secretary

         The foregoing instrument was acknowledged before me this 9th day of 
June, 1997 by STEVEN SABLOTSKY and NOREEN SABLOTSKY, President and Secretary,
respectively, of Noven Pharmaceuticals, Inc., a Delaware corporation, who are
personally known to me, and did not take an oath.

Monica A. Holliday                                   /s/ Monica A. Holliday
-------------------------------                      ---------------------------
Typed, Printed or Stamped                            Notary Public -- State of
Name of Notary Public                                Florida at large

My Commission expires:  August 11, 2000


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