Noven and Hisamitsu Enter into Definitive Merger Agreement

Hisamitsu to Commence All-Cash Tender Offer for 100% of Noven Shares

Noven`s Existing Operations to Serve as Combined Company`s U.S. Growth Platform
MIAMI & TOSU, SAGA Japan--(Business Wire)--
Noven Pharmaceuticals, Inc. (NASDAQ:NOVN) and Hisamitsu Pharmaceutical Co., Inc.
(TSE:4530) today jointly announced that they have entered into a definitive
merger agreement pursuant to which Hisamitsu has proposed to acquire Noven for
total cash consideration of approximately $428 million, or $16.50 per share, in
an all-cash tender offer for 100% of the outstanding shares of Noven. The offer
price represents a 22% premium to the closing price of Noven`s common stock on
July 13, 2009, and a 43% premium to Noven`s average closing price for the
preceding 90 days.

The acquisition is expected to be effectuated through a cash tender offer by a
wholly-owned subsidiary of Hisamitsu for the outstanding shares of Noven. The
tender offer, if successful, would be followed by the merger of the Hisamitsu
subsidiary with and into Noven, with Noven surviving as a wholly-owned
subsidiary of Hisamitsu.

The companies expect that Noven will continue as a standalone business unit,
operating at its current locations in Miami and New York with its existing work
force.

Peter Brandt, Noven President, CEO and board member, said, "Today is a great day
for Noven, our shareholders, our employees and all Noven constituents. The
proposed acquisition by Hisamitsu - a company Noven has come to know, respect
and trust over the course of several years - provides substantial value to Noven
shareholders, while positioning Noven as the U.S. growth platform of a global
company with significant resources and a vision aligned with our own. It brings
together two industry leaders in complementary geographic markets that share a
joint commitment to the development, manufacture and commercialization of
transdermal and other therapies. With our combined capabilities and shared
vision, we expect to accelerate the achievement of the Noven mission - to
develop and commercialize products and technologies that meaningfully benefit
patients, our customers and our industry partners - and to achieve that mission
on a grander scale than we could alone."

Commenting on the transaction, Hirotaka Nakatomi, President of Hisamitsu, said,
"In Noven, we believe we have found the ideal catalyst to accelerate Hisamitsu`s
strategic objective of increasing our U.S. presence. The transaction presents
the opportunity to build upon Noven`s impressive capabilities in transdermal
drug development, clinical/regulatory affairs, manufacturing, and product
commercialization. In addition, we believe products incorporating Noven`s
technologies have the potential to supplement Hisamitsu`s development efforts in
Japan and elsewhere, thereby advancing our vision of serving patients globally
with new transdermal therapies that improve the quality of life."

Following the transaction, Jeffrey F. Eisenberg, currently Noven`s Executive
Vice President and President of the Novogyne joint venture, will be named
Noven`s President & Chief Executive Officer. He will assume the responsibilities
of Peter Brandt, who will leave Noven after a transition period.

The merger agreement was unanimously approved by the boards of directors of both
Noven and Hisamitsu. The tender offer is expected to commence by July 28, 2009,
and to last for 20 business days. Consummation of the tender offer is subject to
the satisfaction of certain customary conditions, including the tender of a
majority of the outstanding shares of Noven on a fully-diluted basis and the
receipt of regulatory approvals. Hisamitsu`s shareholders are not required to
vote on or approve the tender offer or merger. Hisamitsu is currently the
beneficial owner of 1,240,000 shares of Noven common stock, representing
approximately 4.9% of shares outstanding.

J.P. Morgan Securities Inc. served as financial advisor to Noven in connection
with the transaction, and Cravath, Swaine & Moore LLP served as Noven`s legal
counsel in connection with the transaction and related matters.

Lazard served as financial advisor to Hisamitsu in connection with the
transaction, and Nishimura & Asahi and Debevoise & Plimpton LLP served as
Hisamitsu`s legal counsel in connection with the transaction and related
matters.

Concurrent with this press release, Noven issued a press release announcing
positive Phase 2 clinical trial results for Noven`s Mesafem product, a
non-hormonal therapy in development by Noven for the treatment of vasomotor
symptoms (hot flashes) associated with menopause. The press release can be found
at www.noven.com.

About Noven

Noven Pharmaceuticals, Inc. is a specialty pharmaceutical company engaged in the
research, development, manufacture, marketing and sale of prescription
pharmaceutical products. Noven`s business and operations are focused in three
principal areas - transdermal drug delivery, the Novogyne Pharmaceuticals joint
venture, and Noven Therapeutics, Noven`s specialty pharmaceutical marketing and
sales unit. Noven is committed to developing and offering products and
technologies that meaningfully benefit patients, its customers and its industry
partners. For more information, visit www.noven.com.

About Hisamitsu

Hisamitsu Pharmaceutical Co., Inc. is a leading pharmaceutical company that
develops and markets ethical and over-the-counter ("OTC") pharmaceutical
products using TDDS technology. The leading product in ethical pharmaceuticals
is Mohrus® series, ketoprofen patch for pain, and the leading brand in the OTC
business is "Salonpas®". The company was founded in 1847 and is located in Saga,
Japan. Additional information is available through its corporate website,
http://www.hisamitsu.co.jp.

Important Information about the Tender Offer

The tender offer described herein has not yet commenced and this communication
is neither an offer to purchase nor the solicitation of an offer to sell any
securities. At an appropriate time, Noven intends to file a tender offer
solicitation/recommendation statement, and Hisamitsu intends to file a Schedule
TO and related documents (together with the tender offer
solicitation/recommendation statement, the "Tender Offer Documents") with the
Securities and Exchange Commission (SEC). Investors and security holders are
urged to read the Tender Offer Documents and any other relevant documents filed
with the SEC when they become available, because they will contain important
information. Investors and security holders may obtain a free copy of the Tender
Offer Documents and other documents (when available) that Noven or Hisamitsu
files with the SEC at the SEC`s website at www.sec.gov. In addition, the tender
offer solicitation/recommendation statement and other documents filed by Noven
with the SEC may be obtained from Noven free of charge by directing a request to
Joseph C. Jones, Noven`s Vice President - Corporate Affairs, at 305-253-1916.

Safe Harbor Statement

Except for historical information contained herein, the matters discussed in
this press release contain forward-looking statements that involve substantial
risks and uncertainties.Statements that are not historical facts, including
statements that are preceded by, followed by, or that include, the words
"believes," "anticipates," "plans," "expects" or similar expressions, and
statements that involve risks and uncertainties concerning Hisamitsu`s
acquisition of Noven, are forward-looking statements.Noven`s estimated or
anticipated future results, product performance or other non-historical facts
are forward-looking and reflect Noven`s current perspective on existing trends
and information.Actual results, performance or achievements could differ
materially from those contemplated, expressed or implied by the forward-looking
statements contained herein.These forward-looking statements are based largely
on the current expectations of Noven and, where applicable, Hisamitsu, and are
subject to a number of risks and uncertainties that are subject to change based
on factors that are, in many instances, beyond Noven`s and Hisamitsu`s
control.These factors include, but are not limited to, the timing and completion
of the proposed tender offer for the outstanding shares of Noven, the ability to
complete the tender offer and subsequent merger successfully, in a timely
fashion and on the terms agreed to by the parties, and the anticipated impact of
the acquisition on Noven`s or Hisamitsu`s operations and financial results.
Accordingly, no assurances can be given that any of the events anticipated by
the forward-looking statements will occur or, if any of them do, what impact
they will have on either Noven`s or Hisamitsu`s results of operations or
financial condition.Unless required by law, Noven and Hisamitsu undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

Photos/Multimedia Gallery Available:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6005954&lang=en

Noven Pharmaceuticals, Inc., Miami
Investor Contact:
Joseph C. Jones, Vice President - Corporate Affairs, 305-253-1916
jjones@noven.com
or
Press Contact:
Financial Dynamics
Michael Geczi, Managing Director, 312-553-6735
michael.geczi@fd.com
or
Hisamitsu Pharmaceutical Co., Inc.
Shinichiro Takao, +81-3-5293-1713
Executive Officer, Corporate Strategic Planning Division
Shinichiro_Takao@hisamitsu.co.jp

Copyright Business Wire 2009