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                                                                    EXHIBIT 10.2

                         AMENDMENT TO STOCK OPTION PLAN

         This Amendment to the Noven Pharmaceuticals, Inc. 1997 Stock Option
Plan (the "Plan") is dated as of this 4th day of August, 1999.

         WHEREAS, the Board of Directors of Noven Pharmaceuticals, Inc.
("Noven") has determined that it is in the best interests of Noven and its
shareholders to amend the change in control provisions of the 1997 Plan.

         NOW, THEREFORE, the Plan shall be amended as follows:

         1. All capitalized terms used in this Amendment shall have the meanings
ascribed to them in the Plan, unless otherwise specifically provided.

         2. Section 17(c) of the Plan is deleted in its entirety and replaced by
the following:

                  (c) In the event of a Change in Control (as defined below),
         (i) all Options then outstanding shall become fully exercisable as of
         the date of the Change in Control, whether or not then exercisable, and
         (ii) in the case of a Change in Control involving a merger of, or
         consolidation involving, the Company in which the Company is (A) not
         the surviving corporation (the "SURVIVING ENTITY") or (B) becomes a
         wholly owned subsidiary of the Surviving Entity or any parent thereof,
         each outstanding Option granted under the Plan and not exercised (a
         "PREDECESSOR OPTION") will be converted into an option (a "SUBSTITUTE
         OPTION") to acquire common stock of the Surviving Entity or its parent,
         which Substitute Option will have substantially the same terms and
         conditions as the Predecessor Option, with appropriate adjustments as
         to the number and kind of shares and exercise prices.

                  A "Change in Control" of the Company shall be deemed to have
         occurred when:

                  (a) any person, entity or group (other than the Company, any
                      Subsidiary of the Company, any employee benefit plan of
                      the Company or of any Subsidiary of the Company, or any
                      person or entity organized, appointed or established by
                      the Company or any Subsidiary of the Company for or
                      pursuant to the terms of any such plan), alone or together
                      with its affiliates and associates (collectively, an






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                      "ACQUIRING PERSON"), shall become the Beneficial Owner (as
                      defined in Rule 13d-3 under the Securities Exchange Act of
                      1934) of 40 percent or more of the then outstanding shares
                      of Common Stock or the combined voting power of the
                      Company,

                  (b) during any period of two consecutive years, individuals
                      who at the beginning of such period constitute the Board
                      of Directors, and any new director (other than a director
                      who is a representative or nominee of an Acquiring Person)
                      whose election by the Board of Directors or nomination for
                      election by the Company's shareholders was approved by a
                      vote of at least a majority of the directors then still in
                      office who either were directors at the beginning of the
                      period or whose election or nomination for election was
                      previously so approved (collectively, the "CONTINUING
                      DIRECTORS"), cease for any reason to constitute a majority
                      of the Board of Directors,

                  (c) the shareholders of the Company approve a merger or
                      consolidation of the Company with any other corporation,
                      other than a merger or consolidation which would result in
                      the voting securities of the Company outstanding
                      immediately prior thereto continuing to represent (either
                      by remaining outstanding or by being converted into voting
                      securities of the Surviving Entity or any parent of such
                      Surviving Entity) at least a majority of the combined
                      voting power of the Company, such Surviving Entity or the
                      parent of such Surviving Entity outstanding immediately
                      after such merger or consolidation, or

                  (d) the shareholders of the Company approve a plan of
                      reorganization (other than a reorganization under the
                      United States Bankruptcy Code) or complete liquidation of
                      the Company or an agreement for the sale or disposition by
                      the Company of all or substantially all of the Company's
                      assets;

                  PROVIDED, HOWEVER, that a Change in Control shall not be
         deemed to have occurred in the event of

                  (i) a sale or conveyance in which the Company continues as a
                      holding company of an entity or entities that conduct all
                      or substantially all of the business or businesses
                      formerly conducted by the Company, or


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                 (ii) any transaction undertaken for the purpose of
                      incorporating the Company under the laws of another
                      jurisdiction, if such transaction does not materially
                      affect the beneficial ownership of the Company's capital
                      stock.

         3. Notwithstanding the foregoing, if the Corporation enters into a
transaction which is intended to be accounted for using the pooling-of-interests
method of accounting, but it is determined by the Board that the amendments
effected hereby would preclude such treatment, then the Board may modify (to the
minimum extent required) or revoke (if necessary) such amendments to the extent
that the Board determines that such modification or revocation is necessary to
enable the transaction to qualify for pooling-of-interests accounting.

         4. Except as specifically provided herein, the terms and provisions of
the Plan shall remain in full force and effect and unchanged.



































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