FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * CLARKSON JOHN G   2. Issuer Name and Ticker or Trading Symbol NOVEN PHARMACEUTICALS INC [NOVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NOVEN PHARMACEUTICALS, INC., 11960 SW 144TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/20/2009 (Street) MIAMI, FL 33186 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ($.0001 par value) 08/20/2009   U   23,259 (1) D $ 16.5 9,120 (2) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CLARKSON JOHN G C/O NOVEN PHARMACEUTICALS, INC. 11960 SW 144TH STREET MIAMI, FL 33186	X

Signatures

/s/ John G. Clarkson, M.D.		08/21/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Due to a clerical error on the reporting person's Form 4 filed September 10, 2001 (the "Original Form 4"), the reporting person's share ownership was overstated by 3 shares on the Original Form 4 (which should have reported 325 shares rather than 328 shares) and subsequent Form 4's filed in each of 2006, 2007, 2008 and 2009. In addition, due to an error by the reporting person's brokerage account administrator, in August 2008 these 325 shares were sold by the administrator without instruction from the reporting person or notification to either the reporting person or the issuer, thereby causing the reporting person's share ownership to be overstated by an additional 325 shares in the Form 4 filed on May 27, 2009.
(2)	Represents shares of restricted stock which became fully vested upon the change of control of Noven Pharmaceuticals, Inc. ("Noven") at the time a subsidiary of Hisamitsu Pharmaceutical Co., Inc. ("Hisamitsu") commenced payment for shares of Noven common stock pursuant to an Agreement and Plan of Merger among Noven, Hisamitsu and certain wholly-owned subsidiaries of Hisamitsu, dated as of July 14, 2009.

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