<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended                      JUNE 30, 1997
                                                    -------------

                                       or

____ Transition Report Pursuant to Section 13 of the Securities Exchange Act of
     1934

           For the transition period from ____________ to_____________

                         Commission file number 0-17254
                                                -------

                           NOVEN PHARMACEUTICALS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         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)

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

         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 24, 1997
           -----                                  ------------------------------
Common stock $.0001 par value                               20,461,284


                                  Page 1 of 14
<PAGE>   2


                           NOVEN PHARMACEUTICALS, INC.
                           ---------------------------

                               INDEX TO FORM 10-Q


PART I - FINANCIAL INFORMATION                                          PAGE NO.
------   ---------------------                                          --------


   Item 1 - Financial Statements

            Statements of Operations and Accumulated Deficit
                 for the three months ended June 30, 1997 and 1996          3


            Statements of Operations and Accumulated Deficit
                 for the six months ended June 30, 1997 and 1996            4

            Balance Sheets as of  June 30, 1997 and
                 December 31, 1996                                          5

            Statements of Cash Flows for the six months ended
                 June 30, 1997 and 1996                                     6

            Notes to Financial Statements                               7 - 8


   Item 2 - Management's Discussion and Analysis of  Financial
                 Condition and Results of Operations                   9 - 12


PART II  -  OTHER INFORMATION

   Item 4 - Submission of  Matters to a Vote of  Security  Holders    12 - 13

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


SIGNATURES                                                                 14
----------

                                     Page 2


<PAGE>   3


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           NOVEN PHARMACEUTICALS, INC.

                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT


                                                    THREE MONTHS ENDED
                                               -----------------------------
                                                  JUNE 30,         JUNE 30,
                                                    1997             1996
                                               ------------    -------------
REVENUES:

    Product sales                              $  3,918,709    $  5,151,015
    License revenue                                  56,499         256,499
    Interest income                                 188,501         305,459
    Other income                                         --          36,250
                                               ------------    ------------

            Total revenues                        4,163,709       5,749,223
                                               ------------    ------------

EXPENSES:

    Cost of products sold                         1,581,560       2,696,535
    Research and development                      2,342,280       1,949,683
    Marketing, general and administrative         2,269,003         920,640
                                               ------------    ------------

             Total expenses                       6,192,843       5,566,858
                                               ------------    ------------

NET (LOSS) INCOME  FOR THE PERIOD                (2,029,134)        182,365


ACCUMULATED DEFICIT BEGINNING OF PERIOD         (26,806,924)    (22,683,286)
                                               ------------    ------------


ACCUMULATED DEFICIT END OF PERIOD              $(28,836,058)   $(22,500,921)
                                               ============    ============ 


NET (LOSS) INCOME  PER SHARE                   $      (0.10)   $       0.01
                                               ============    ============


WEIGHTED AVERAGE SHARES OF COMMON STOCK
     AND COMMON STOCK EQUIVALENTS                19,958,166      21,668,979
                                               ============    ============


The accompanying notes are an integral part of this statement.

                                     Page 3
<PAGE>   4

                           NOVEN PHARMACEUTICALS, INC.

                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

                                                          SIX MONTHS ENDED
                                              ----------------------------------
                                                   JUNE 30,           JUNE 30,
                                                    1997                1996
                                              -----------------    -------------
REVENUES:

    Product sales                               $   5,265,230     $  10,323,006
    License revenue                                   137,998           362,998
    Interest income                                   410,435           581,494
    Other income                                       31,325            36,250
                                                -------------     -------------

            Total revenues                          5,844,988        11,303,748
                                                -------------     -------------

EXPENSES:

   Cost of products sold                            2,174,816         5,588,378
   Research and development                         4,481,840         4,359,287
   Marketing, general and administrative            3,977,075         1,793,642
                                                -------------     -------------

           Total expenses                          10,633,731        11,741,307
                                                -------------     -------------

NET LOSS FOR THE PERIOD                            (4,788,743)         (437,559)


ACCUMULATED DEFICIT BEGINNING OF PERIOD           (24,047,315)      (22,063,362)
                                                -------------     -------------


ACCUMULATED DEFICIT END OF PERIOD               $ (28,836,058)    $ (22,500,921)
                                                =============     =============


NET LOSS PER SHARE                              $      ( 0.24)    $      ( 0.02)
                                                =============     =============


WEIGHTED AVERAGE SHARES OF COMMON STOCK
     AND COMMON STOCK EQUIVALENTS                  19,921,007        19,772,937
                                                =============     =============




The accompanying notes are an integral part of this statement.

                                     Page 4
<PAGE>   5

                           NOVEN PHARMACEUTICALS, INC.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                       JUNE 30,           DECEMBER 31,
                                                                         1997                1996
                                                                     ------------       --------------
                                            ASSETS

<S>                                                                  <C>                 <C>          
CURRENT ASSETS:
  Cash and cash equivalents                                          $ 10,673,278        $   5,456,826
  Securities held to maturity                                           4,873,358           13,692,010
  Accounts receivable                                                   2,361,421            3,366,489
  Inventories                                                           4,170,101            4,151,020
  Prepaid and other current assets                                        272,777              248,357
                                                                     ------------        -------------

        Total current assets                                           22,350,935           26,914,702
                                                                     ------------        -------------

PROPERTY AND EQUIPMENT, at cost,
   net of accumulated depreciation and amortization of
   $3,346,383 at June 30, 1997 and $2,873,401 at
   December 31, 1996                                                   15,574,930           15,701,474
                                                                     ------------        -------------

OTHER ASSETS:
  Patent development costs, net                                         1,578,240            1,547,434
  Deposits and other assets                                                64,069               65,128
                                                                     ------------        -------------

        Total other assets                                              1,642,309            1,612,562
                                                                     ------------        -------------

TOTAL                                                                $ 39,568,174        $  44,228,738
                                                                     ============        =============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                           $  2,293,107        $   2,055,780
                                                                     ------------        -------------

DEFERRED LICENSE REVENUE                                                5,983,017            6,096,015
                                                                     ------------        -------------

COMMITMENTS AND CONTINGENCIES

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 - 19,961,284
    shares at June 30, 1997 and 19,831,538 shares at
    December 31, 1996                                                       1,996                1,983
Additional paid-in capital                                             60,126,112           60,122,275
Accumulated deficit                                                   (28,836,058)         (24,047,315)
                                                                     ------------        -------------

Total stockholders' equity                                             31,292,050           36,076,943
                                                                     ------------        -------------

TOTAL                                                                $ 39,568,174        $  44,228,738
                                                                     ============        =============
</TABLE>

The accompanying notes are an integral part of this statement.


                                     Page 5
<PAGE>   6

                           NOVEN PHARMACEUTICALS, INC.

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                         SIX MONTHS ENDED
                                                                                --------------------------------
                                                                                    JUNE 30,       JUNE 30,
                                                                                     1997             1996
                                                                                --------------    --------------
<S>                                                                           <C>                 <C>          
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                    $  (4,788,743)      $   (437,559)
    Adjustments to reconcile net loss to net cash used in
       operating activities:
         Depreciation and amortization                                              553,012            532,094
         Decrease in accounts  receivable                                         1,005,068          2,263,920
         Increase in inventories                                                    (19,081)          (228,862)
         (Increase) decrease in prepaid and other current assets                    (24,420)           110,471
         Increase (decrease) in accounts payable and accrued
              liabilities                                                           237,327         (1,176,021)
         Decrease in deferred license revenue                                      (112,998)          (112,998)
                                                                              -------------       ------------

                Cash flows provided by (used in) operating activities            (3,149,835)           951,045
                                                                              -------------       ------------


CASH FLOWS FROM INVESTING ACTIVITIES:

         Maturity (purchase) of securities, net                                   8,818,652         (6,522,564)
         Purchase of fixed assets, net                                             (346,438)          (638,531)
         Payments  for patent development costs                                    (110,836)          (175,451)
         Refund of deposits                                                           1,059                600
                                                                              -------------       ------------

                 Cash flows provided by (used in) investing
                       activities                                                 8,362,437         (7,335,946)
                                                                              -------------       ------------


CASH FLOWS FROM FINANCING ACTIVITIES:

         Sale of common stock                                                         3,850             16,885
                                                                              -------------       ------------



NET INCREASE (DECREASE) IN CASH AND CASH
         EQUIVALENTS                                                              5,216,452         (6,368,016)


CASH AND CASH EQUIVALENTS - BEGINNING OF
         PERIOD                                                                   5,456,826         16,131,263
                                                                              -------------       ------------


CASH AND CASH EQUIVALENTS - END OF PERIOD                                     $  10,673,278       $  9,763,247
                                                                              =============       ============
</TABLE>


The accompanying notes are an integral part of this statement.

                                     Page 6
<PAGE>   7

                          NOTES TO FINANCIAL STATEMENTS

1.     BASIS OF PRESENTATION

       The financial statements of Noven Pharmaceuticals, Inc. (the "Company"),
       included herein, do not include all footnote disclosures normally
       included in annual financial statements and, therefore, should be read in
       conjunction with the Company's financial statements and notes thereto for
       each of the three years in the period ended December 31, 1996 included in
       the Company's annual report on Form 10-K.

       The interim financial statements for the three months and six months
       ended June 30, 1997 are unaudited and, in the opinion of management,
       reflect all adjustments (consisting only of normal recurring accruals)
       necessary for fair presentation of the balance sheets, statements of
       operations and cash flows of the Company. The statements of operations
       for the three months and six months ended June 30, 1997 are not
       necessarily indicative of the results to be expected for the year ending
       December 31, 1997.

2.     SUMMARY OF ACCOUNTING POLICIES

       The following is a summary of the significant accounting policies
       consistently applied in the preparation of the Company's financial
       statements:

       "INVENTORIES"

        Inventories are stated at the lower of cost (first-in, first-out method)
        or net realizable value. Inventories at June 30, 1997 related primarily
        to the Company's transdermal estrogen delivery system. To date the
        Company has not experienced and does not anticipate in the future, any
        difficulty acquiring materials necessary to manufacture its transdermal
        systems. The following are the major classes of inventory:

                                     June 30,           December 31,
                                       1997                 1996
                                       ----                 ----

           Finished goods          $  1,978,987         $   1,399,858
           Work in process              370,658               491,014
           Raw materials              1,820,456             2,260,148
                                   ------------         -------------

           Total                   $  4,170,101         $   4,151,020
                                   ============         =============


       "PROPERTY AND EQUIPMENT"

       Property and equipment is recorded at cost. Depreciation is provided over
       the estimated useful lives of the assets. Leasehold improvements are
       amortized over the life of the lease or the service life of the
       improvements, whichever is shorter. The straight-line method of
       depreciation is primarily followed for financial purposes.

                                     Page 7
<PAGE>   8

                          NOTES TO FINANCIAL STATEMENTS
                                   (CONTINUED)

       "PATENT DEVELOPMENT COSTS"

       Costs, principally legal fees related to the development of patents, are
       capitalized and amortized over the lesser of their estimated economic
       useful lives or their remaining legal lives.

       "EARNINGS AND LOSS PER SHARE"

       Earnings per share is based on the weighted average number of shares
       including common stock and common stock equivalent shares. Common stock
       equivalent shares include outstanding warrants and options (using the
       Treasury Stock Method). The loss per share is based only on the weighted
       average number of shares outstanding.

       "NEW ACCOUNTING STANDARDS"

       In February 1997, the Financial Accounting Standards Board issued
       Statement of Financial Accounting Standard (SFAS) No. 128, "Earnings per
       Share." The statement is effective for financial statements for periods
       ending after December 15, 1997, and changes the method in which earnings
       per share will be determined. Adoption of this statement by the Company
       will not have a material impact on earnings per share.

3.     STOCKHOLDERS' EQUITY

       A schedule of the transactions in the common stock and the additional
       paid in capital accounts is as follows:
<TABLE>
<CAPTION>

                                                                    Common Stock             Additional
                                                            ------------------------          Paid-in
                                                               Shares         Amount          Capital
                                                            ----------       --------       ------------
<S>                                                         <C>              <C>            <C>         
       Balance, January 1, 1997                             19,831,538       $  1,983       $ 60,122,275

       Issuance of  129,746 shares of
          stock pursuant to stock option plan, net             129,746             13              3,837
                                                               -------             --              -----

       Balance,  June 30, 1997                              19,961,284        $ 1,996       $ 60,126,112
                                                          ============        =======       ============

</TABLE>
        On June 26, 1997 Noven extended RPR's warrant to purchase its common
        stock in consideration for RPR's agreement to purchase 500,000 shares of
        common stock under the warrant. On July 1, 1997 RPR remitted $4 million
        to purchase 500,000 shares at $8 per share. Noven extended RPR's warrant
        for the remaining 500,000 shares for a period of 18 months.

                                     Page 8
<PAGE>   9

       ITEM 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

       GENERAL
       -------

       From inception (1987) through 1994, the Company primarily engaged in the
       research and development of transdermal drug delivery systems. During
       this period, the Company's revenues were principally generated by license
       fees, milestone payments pursuant to various license agreements and
       interest earned on funds raised through the sale of its common stock. In
       1995, due to the receipt of regulatory approvals for its transdermal
       estrogen delivery system, a significant portion of the Company's revenues
       were derived from the sale of this product to the Company's two licensing
       partners, Rhone-Poulenc Rorer Pharmaceuticals, Inc. ("RPR") and Novartis
       Pharmaceuticals Corporation ("Novartis"). In 1996, revenues from the sale
       of these products increased substantially as the Company's licensing
       partners, initiated marketing and distribution. Noven expects that
       revenues from product sales to its licensing partners will fluctuate from
       quarter to quarter and year to year depending upon various factors not in
       Noven's control, including, but not limited to, the inventory
       requirements of each licensing partner at different times throughout the
       year, possible special selling efforts undertaken by each licensing
       partner at different times during the year, and, in the case of RPR the
       introduction of the product into new territories.

       Noven experienced fluctuations in sales of its transdermal estrogen
       delivery systems, Vivelle(TM) and MENOREST, to its licensing partners
       from the first three quarters to the last quarter of 1996 and the first
       half of 1997, when sales to these licensing partners declined. Although
       in-market sales of Noven's estrogen delivery system continue to increase
       on a global basis, inventory balancing by the Company's licensing
       partners resulted in significantly lower levels of reorders during the
       first half of 1997, causing losses. Noven believes this circumstance has
       been corrected and expects that product sales to its licensing partners
       will increase in the second half of 1997.

       Noven also expects to generate revenues in the second half of 1997 from
       licensing agreements with respect to products under development, although
       such revenues will fluctuate from period to period depending upon such
       factors as the number of new agreements finalized, timely achievement of
       milestones and strategic decisions affecting self-funding of products.

       Finally, during calendar year 1996, the Company commenced the marketing
       of its DentiPatch(TM) system on a regional basis. The product was
       launched nationally early in the second quarter of 1997 and increasing
       revenues are anticipated during the remainder of the year.

       RESULTS OF OPERATIONS
       ---------------------

       Total revenues decreased approximately $1,586,000 or 28% for the three
       month period ended June 30, 1997 from the same period in the prior year
       and decreased approximately $5,459,000 or 48% for the comparable six
       month period. This decrease in revenues was primarily the result of the
       decrease of approximately $5,058,000 in sales of the Company's
       transdermal estrogen delivery system to its two licensing partners during
       the first half of 1997. Royalties from transdermal estrogen delivery
       system are included in product sales. Licensing income decreased
       approximately $200,000 or 78% for

                                     Page 9
<PAGE>   10

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

       the three month period ended June 30, 1997 from the same period in the
       prior year and decreased approximately $225,000 or 62% for the comparable
       six month period. Interest income decreased approximately $117,000 or 38%
       for the three month period ended June 30, 1997 from the same period in
       the prior year and decreased approximately $171,000 or 29% for the 
       comparable six month period, primarily due to lower balances in 
       securities.

       Cost of product sold decreased approximately $1,115,000 or 41% for the
       three month period ended June 30, 1997 from the same period in the prior
       year and approximately $3,414,000 or 61% from the comparable six month
       period. The gross margin percentage was 60% for the three month period of
       1997 as compared to 48% for the same period of the prior year and 59% for
       the first half of 1997 as compared to 46% in 1996. The gross margins vary
       depending on the amount of product sold to each licensing partner and
       manufacturing efficiencies including those relating to production volumes
       and in the first half of 1997 were favorably impacted by the sale of the
       DentiPatch product.

       Research and development increased approximately $393,000 or 20% for the
       three month period ended June 30, 1997 from the same period in the prior
       year and increased approximately $123,000 or 3% from the comparable six
       month period. In 1997 research and development expenses for new product
       development continued at approximately the same rate as in 1996. New
       product development included work related to transoral delivery systems
       in the areas of dental therapeutics, glucose metabolism, hormone
       deficiency and cardiovascular disease, in addition to transdermal
       delivery systems for NSAIDs and other widely sold drugs. Marketing,
       general and administrative expenses increased approximately $1,348,000 or
       146% for the three month period ended June 30, 1997 from the same period
       in the prior year and approximately $2,183,000 or 122% for the comparable
       six month period. The increase in marketing, general and administrative
       expenses was primarily due to marketing expenses to support the launch of
       the DentiPatch system, increases in staffing and associated office
       expenses.

       LIQUIDITY AND CAPITAL RESOURCES

       The Company has historically financed its operations through public
       offerings of common stock, including the exercise of warrants issued in
       connection with the first such offerings, private placements of its
       equity securities, license and contract revenues, and interest income.
       However, since the launch of its first commercial product in 1995, the
       Company's operations have been principally financed increasingly by
       revenues from the sale of its transdermal estrogen delivery system to its
       licensing partners. The Company has neither utilized debt nor has it
       engaged in significant commercial lease transactions to finance its
       operations.

       Net cash used in operating activities for the six months ended June 30,
       1997 was approximately $3,150,000. In 1997 this funded the net loss of
       approximately $4,789,000 partially offset by a decrease in accounts
       receivable of approximately $1,005,000 and an increase in accounts
       payable of approximately $237,000. In 1996, operating activities provided
       approximately $951,000. In 1996 the decrease in accounts receivable of
       approximately $2,300,000 funded the net loss of approximately $438,000,
       the decrease in accounts payable of approximately $1,176,000 and the
       increase in inventory of approximately $228,000.

                                     Page 10
<PAGE>   11

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (CONTINUED )

       During the six months ended June 30, 1997 the Company's investing
       activities provided approximately $8,400,000 compared to approximately
       $7,300,000 used in the six months ended June 30, 1996. Net cash provided
       during 1997 in investing activities resulted primarily from the sale of
       securities held to maturity to finance operating activities partially
       offset by capital expenditures for commercial manufacturing equipment,
       improvements at the new manufacturing site and investments in patents.
       Net cash used in 1996, resulted primarily from the purchase of securities
       held to maturity, partially offset by capital expenditures for
       manufacturing equipment, improvements at the new manufacturing site and
       investments in patents. As of June 30, 1997 the Company had commitments
       for capital expenditures of approximately $16,000.

       Net cash provided by financing activities of approximately $4,000 and
       $17,000 for six months ended June 30, 1997 and 1996 respectively,
       resulted from the exercise of options in the employee stock option plan.

       The Company expects to incur additional costs related to product
       development activities, increased marketing, general and administrative
       expenses and the completion of its manufacturing facilities. Although the
       Company believes that existing cash, anticipated contract and
       manufacturing revenues will be adequate for the foreseeable future,
       circumstances could arise which may result in a desire to raise
       additional capital. There can be no assurance that such capital will be
       available on acceptable terms, or at all.

       FORWARD LOOKING STATEMENTS
       --------------------------

        From time to time, Noven may publish forward looking statements relating
        to such matters as anticipated financial performance, business
        prospects, technological developments, new products, usage and
        development activities and some other matters. The words "may", "will",
        "expect", "anticipate", "continue", "estimate", "project", "intend" and
        similar expressions are intended to identify such forward looking
        statements. The Private Securities Litigation Reform Act of 1995
        provides a safe harbor for forward looking statements. In order to
        comply with the terms of the safe harbor, Noven notes that a variety of
        factors could cause its actual results and experience to differ
        materially from anticipated results and other expectations expressed by
        Noven's forward looking statements. The risks and uncertainties that may
        effect the operations, performance, development and results of Noven's
        business, include the following:

                  1.         Dependence upon RPR and Novartis, its two licensing
        partners, with respect to (i) the commercialization and marketing of
        certain transdermal hormonal products and (ii) obtaining regulatory
        approval of certain other transdermal hormonal products.

                  2.         Uncertainties regarding (i) the market share for
        Noven's transdermal hormonal products which can be captured by Noven's
        licensing partners, and (ii) the market for DentiPatch(TM) product and
        Noven's ability to successfully establish and effectuate a marketing
        program.

                  3.         Unanticipated difficulties associated with the
        manufacturing process of Menorest and Vivelle(TM) for its licensing
        partners as well as its DentiPatch(TM) product, that could result in
        delays in delivery and shortages of product.

                                     Page 11
<PAGE>   12

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

                  4.         Competition from other entities engaged in
        transdermal and/or transoral research, development, manufacturing and
        marketing, as well as other entities engaged in alternative drug
        delivery technologies.

                  5.         Difficulties associated with (i) identifying
        appropriate licensing partners capable of meeting the financial
        requirements of research and development and/or marketing new products,
        and (ii) consummating satisfactory licensing agreements.

                  6.       The time required to obtain regulatory approval of
        products and its associated expenses.

                  7.       The possible exposure to product liability suits in
        excess of insurance policy limits or excluded from insurance coverage.

        Readers are cautioned not to place undue reliance on forward looking
        statements when made, which speak only as of the date made. Noven
        undertakes no obligation to publicly release the results of any revision
        of these forward looking statements to reflect events or circumstances
        after the date they are made or to reflect the occurrence of
        unanticipated events. Also, unless expressly stated, Noven does not
        adopt projections, forecasts or other forward looking statements which
        may be disseminated from time to time by analysts and others.

                           PART II - OTHER INFORMATION
                           ---------------------------

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

                           Annual Meeting of Stockholders held on June 3, 1997.

                           (i)        Election of  Directors
<TABLE>
<CAPTION>

                                                        FOR            AGAINST        ABSTAIN
                                                        ---            -------        -------

<S>                        <C>                       <C>               <C>               <C>
                           Steven Sablotsky          16,287,428        399,652           0
                           Mitchell Goldberg         16,310,828        376,252           0
                           Sheldon H. Becher         15,548,328      1,138,752           0
                           Sidney Braginsky          16,310,828        376,252           0
                           Lawrence J. DuBow         16,310,828        376,252           0
</TABLE>

                           (ii)       The ratification and approval of an
        amendment to the Certificate of Incorporation increasing the authorized
        shares of common stock ($.0001 par value) from 30,000,000 to 40,000,000
        was approved by an affirmative vote of 16,069,470 shares to a negative
        vote of 493,787 shares, with 123,823 shares abstaining.

                                     Page 12
<PAGE>   13

                           PART II - OTHER INFORMATION
                                   (CONTINUED)

                           (iii)      The ratification and approval of the 1997
        Stock Option Plan which provides for the grant of incentive stock
        options and non-qualified stock options was approved by an affirmative
        vote of 13,947,171 shares to a negative vote of 1,621,676 shares, with
        144,855 shares abstaining and 973,378 broker non-votes.

                           (iv)       The ratification of the appointment of
        Deloitte & Touche LLP as the independent certified public accountants
        for 1997 was approved by an affirmative vote of 16,532,771 shares to a
        negative vote of 45,997 shares, with 108,312 shares abstaining.

       ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K
       -------          --------------------------------
        3.7             Certificate of Amendment of Certificate of Incorporation
                        of Noven Pharmaceuticals, Inc. filed with the Secretary 
                        of State of Delaware on June 13, 1997.

       10.29            Amendment dated June 26, 1997 to the warrant to
                        purchase 1,000,000 shares of common stock dated
                        June 26, 1992 by and between  the Company and 
                        Rhone-Poulenc Rorer Pharmaceuticals, Inc.

       27               Financial Data Schedule (for S.E.C. use only).





                                     Page 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 .
                                          (Registrant)

    Date:    August 12, 1997            By:  /s/ Steven Sablotsky
          ------------------------           ---------------------------------
                                             Steven Sablotsky, Chairman of the
                                             Board and President


                                        By:  /s/ William A.Pecora
                                             ---------------------------------
                                             William  A. Pecora
                                             Chief Financial Officer



                                     Page 14