UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):		May 22, 2009

Noven Pharmaceuticals, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	0-17254	59-2767632
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11960 S.W. 144th Street, Miami, Florida		33186
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		305-253-5099

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the 2009 Annual Meeting of the stockholders of Noven Pharmaceuticals, Inc. ("Noven"), held on May 22, 2009, Noven’s stockholders approved, among other things, Noven’s 2009 Equity Incentive Plan (the "2009 Plan"), which had been presented as Proposal 2 in Noven’s Proxy Statement filed with the Securities and Exchange Commission on April 9, 2009 (the "Proxy Statement"). Proposal 2 contained in the Proxy Statement sets forth a summary of the material terms of the 2009 Plan. Proposal 2 contained in the Proxy Statement is hereby incorporated by reference into this Item 5(e) of this Current Report on Form 8-K.

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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 hereunto duly authorized.


	Noven Pharmaceuticals, Inc.

May 29, 2009	By:	/s/ Jeff Mihm

		Name: Jeff Mihm
		Title: Vice President, General Counsel and Corporate Secretary

NOVEN PHARMACEUTICALS INC 8-K