MIAMI – Noven Pharmaceuticals Inc. (NASDAQ:NOVN) and Hisamitsu Pharmaceutical Co. Inc. (TSE:4530) have entered into a definitive merger agreement. 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 percent of the outstanding shares of Noven.

The offer price represents a 22 percent premium to the closing price of Noven’s common stock on July 13, 2009, and a 43 percent premium to Noven’s average closing price for the preceding 90 days.

The merger agreement was unanimously approved by the boards of directors of both Noven and 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.

Noven is a specialty pharmaceutical company engaged in the research, development, manufacture, marketing and sale of prescription pharmaceutical products.

Hisamitsu is a pharmaceutical company that develops and markets ethical and over-the-counter (“OTC”) pharmaceutical products.

Online: www.noven.com; www.hisamitsu.co.ip

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