0001299933-08-002334 Sample Contracts

STOCK APPRECIATION RIGHTS AGREEMENT (EMPLOYEE)
Stock Appreciation Rights Agreement • May 5th, 2008 • Noven Pharmaceuticals Inc • Pharmaceutical preparations • Florida

This document sets forth the terms of a grant of stock appreciation rights (the “Award”) granted by Noven Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to a Certificate of Stock Appreciation Rights (“Certificate”) displayed at the website of Smith Barney Stock Plan Services. The Certificate, which specifies the person to whom the award is granted (“Grantee”) and other specific details of the grant, and the electronic acceptance of the Certificate at the website of Smith Barney Stock Plan Services are incorporated herein by reference.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 5th, 2008 • Noven Pharmaceuticals Inc • Pharmaceutical preparations • Florida

THIS AGREEMENT made as of the 29th day of April, 2008 (the “Grant Date”), between Noven Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Peter Brandt (“Grantee”). Capitalized terms not defined herein shall have the meaning ascribed thereto in a certain Employment Agreement between the Company and the Grantee, dated April 29, 2008 (the “Employment Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2008 • Noven Pharmaceuticals Inc • Pharmaceutical preparations • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 29th day of April, 2008, by and between NOVEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and PETER BRANDT (“Executive”) (collectively, the “Parties”).

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