Stock Purchase Agreement




NAPRO BIOTHERAPEUTICS, INC.

SECURITIES PURCHASE AGREEMENT

FEBRUARY 13, 2002


 

 


NAPRO BIOTHERAPEUTICS, INC.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is
entered into as of this 13th day of February, 2002, by and among NAPRO
BIOTHERAPEUTICS, INC., a Delaware corporation (the "Company"),
and each of those persons and entities, severally and not jointly, whose names
are set forth on the Schedule of Purchasers attached hereto as Exhibit A
(which persons and entities are hereinafter collectively referred to as "Purchasers"
and each individually as a "Purchaser").


RECITALS


WHEREAS, the Company and the Purchasers are executing and delivering this
Agreement in reliance upon the exemption from securities registration afforded
by Rule 506 under Regulation D as promulgated by the United States Securities
and Exchange Commission (the "Commission") under Section 4(2)
of the Securities Act of 1933, as amended (the "Securities Act");


WHEREAS, subject to the terms and conditions set forth in this Agreement,
the Company desires to issue and sell to the Purchasers, and the Purchasers
desire to acquire from the Company, (i) an aggregate of up to eight hundred
eighty-eight thousand eight hundred eighty-nine (888,889) shares of the Company's
Common Stock (the "Shares"), par value $.0075 per share, and
(ii) an aggregate of up to $8,000,000 principal amount of the Company's 4%
Convertible Subordinated Debentures (which debentures are hereinafter
collectively referred to as "Debentures" and each individually
as a "Debenture"), substantially in the form of Exhibit B
attached hereto; and


WHEREAS, contemporaneous with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement substantially in the form of Exhibit C attached hereto (the
"Registration Rights Agreement") pursuant to which the Company
has agreed to provide certain registration rights under the Securities Act and
the rules and regulations promulgated thereunder, and applicable state
securities laws.


NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:



  	AGREEMENT TO SELL AND PURCHASE

	Authorization of Shares and Notes. The Company has authorized the
    sale and issuance to the Purchasers of the Shares and the Debentures.
	Sale and Purchase. Subject to the terms and conditions hereof, at
    the Closing (as hereinafter defined), the Company hereby agrees to issue and
    sell to each Purchaser, severally and not jointly, and each Purchaser agrees
    to purchase from the Company, severally and not jointly, (i) the number of
    Shares set forth opposite such Purchaser's name on Exhibit A under
    the heading "Number of Shares" at a purchase price of $9.00 per
    share; and (ii) a Debenture in the principal amount (the "Loan
    Amount") set forth opposite such Purchaser's name on Exhibit A
    under the heading "Principal Amount of Debenture."


  
  	CLOSING, DELIVERY AND PAYMENT

	Closing. The closing of the sale and purchase of the Shares and the
    Debentures under this Agreement (the "Closing") shall take
    place at the offices of Cooley Godward LLP, 380 Interlocken Crescent, Suite
    900, Broomfield, CO 80021, or by transmission by facsimile and/or overnight
    courier, immediately following the execution hereof or at such other time or
    place as the Company and the Purchasers may mutually agree (such date is
    hereinafter referred to as the "Closing Date").
	Delivery. At the Closing, subject to the terms and conditions
    hereof, (i) the Company will deliver to each Purchaser a certificate or
    certificates representing the number of Shares to be purchased at the
    Closing by such Purchaser, against payment of the purchase price therefor by
    delivery of immediately available funds to an account or accounts designated
    in writing by the Company; and (ii) the Company will deliver to each
    Purchaser a Debenture or Debentures in favor of such Purchaser payable in
    the principal amount of such Purchaser's Loan Amount, against delivery by
    such Purchaser of immediately available funds to an account or accounts
    designated in writing by the Company in an amount equal to such Purchaser's
    Loan Amount.


  
  	REPRESENTATIONS AND WARRANTIES OF THE COMPANY

For purposes of this Agreement, "SEC Documents" means,
  with respect to any date or time referred to in this Agreement, all reports,
  registration statements, prospectuses and definitive proxy statements filed by
  the Company (together with any amendments required to be made with respect
  thereto) with the Commission subsequent to December 31, 2000, and prior to the
  date hereof, including all exhibits and schedules thereto and any documents
  incorporated therein by reference. In addition, "Rules and Regulations"
  means the rules and regulations adopted by the Commission under the Securities
  Act or the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"), as applicable. All references in this Agreement to financial
  statements and schedules and other information which is "contained,"
  "included," "stated," "described" or
  "disclosed" in the SEC Documents (or other references of like
  import) shall be deemed to mean and include all such financial statements and
  schedules and other information which are incorporated in the SEC Documents.

  Except as otherwise described or disclosed in (i) the SEC Documents or (ii)
  a Schedule of Exceptions delivered by the Company to the Purchasers, the
  Company (except where the context requires otherwise, for the purposes of this
  Section 3, the "Company" shall mean the Company as well as its
  wholly-owned subsidiaries) hereby represents and warrants to each Purchaser as
  follows:

  	Organization, Good Standing and Qualification. The Company is a
      corporation duly organized, validly existing and in good standing under
      the laws of the State of Delaware, with all requisite corporate power and
      authority to own, lease, operate and occupy its properties and assets and
      to carry on its business as currently conducted. The Company is duly
      qualified to do business as a foreign corporation and is in good standing
      in each jurisdiction in which its ownership or leasing of any properties
      or the character of its operations requires such qualification, except
      where the failure to be so qualified would not have a material adverse
      effect on the financial condition, results of operations or business of
      the Company, taken as a whole (a "Material Adverse Effect").
	Capitalization.

	The authorized capital stock of the Company, immediately prior to the
        Closing, will consist of (i) 45,000,000 shares of Common Stock, par
        value $.0075 per share, 28,741,392 shares of which were issued and
        outstanding as of February 12, 2002, (ii) 1,000,000 shares of Nonvoting
        Common Stock, par value $.0075 per share, none of which are issued and
        outstanding, and (iii) 2,000,000 shares of Preferred Stock, par value
        $.001 per share, 190,000 shares of which are designated Series B Junior
        Participating Preferred Stock, none of which are issued and outstanding,
        and 5,000 shares of which are designated Series C Senior Convertible
        Preferred Stock, none of which are issued and outstanding.
	All issued and outstanding shares of the Company's Common Stock (i)
        have been duly authorized and validly issued, (ii) are fully paid and
        nonassessable, and (iii) were issued in compliance with all applicable
        state and federal laws concerning the issuance of securities.
	Except with respect to (i) the Company's Rights Agreement dated as
        of November 8, 1996, as amended September 25, 2001, (ii) the Company's
        1993 Stock Option Plan (the "1993 Plan"), (iii) the
        Company's 1994 Long-Term Incentive Plan, as amended June 21, 2001 (the
        "1994 Plan"), (iv) the Company's 1998 Stock Incentive
        Plan (the "1998 Plan"), (v) options to purchase 16,750
        shares of Common Stock granted outside the 1993 Plan, the 1994 Plan and
        the 1998 Plan, (vi) warrants to purchase 124,334 shares of Common Stock,
        or (vii) as may be granted pursuant to this Agreement, there are no
        outstanding options, warrants, rights (including conversion or
        preemptive rights and rights of first refusal), instruments, proxy or
        stockholder agreements, or agreements of any kind for the purchase or
        acquisition from the Company of or the sale by the Company of any of its
        securities. No preemptive right, co-sale right, registration right,
        right of first refusal or other similar right exists with respect to the
        issuance and sale of the Shares or the Debentures.


    	Authorization; Binding Obligations.

	The Company has all requisite corporate power and authority to (i)
        execute, deliver and consummate the transactions contemplated by this
        Agreement, the Debentures and the Registration Rights Agreement
        (collectively, the "Transaction Documents"), (ii)
        issue, sell and deliver the Shares, the Debentures, the shares of Common
        Stock issuable upon conversion of the Debentures (the "Conversion
        Shares") and the shares of Common Stock issuable in payment of
        any interest on the Debentures (the "Interest Shares"
        and, together with the Conversion Shares, the "Debenture Shares"),
        and (iii) otherwise perform its obligations under this Agreement and
        each of the Transaction Documents.
	All corporate action on the part of the Company, its officers,
        directors and stockholders necessary for (i) the authorization,
        execution and delivery of this Agreement and each of the Transaction
        Documents by the Company, (ii) the performance of the Company's
        obligations under this Agreement and each of the Transaction Documents
        at the Closing, (iii) the authorization, sale, issuance and delivery of
        the Shares and the Debentures pursuant to this Agreement, and (iv) the
        authorization, issuance and delivery of the Debenture Shares pursuant to
        the Debentures, has been taken or will be taken prior to the Closing,
        or, in respect of the authorization, issuance and delivery of the
        Interest Shares, prior to the issuance of such Interest Shares.
	This Agreement and each of the Transaction Documents, when executed
        and delivered by the Company, will be valid and binding obligations of
        the Company enforceable against the Company in accordance with their
        terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium, liquidation or
        similar laws relating to, or affecting generally the enforcement of,
        creditors' rights and remedies or by other equitable principles of
        general application, and except as the enforceability of the
        indemnification and contribution provisions of the Registration Rights
        Agreement may be limited by applicable laws or public policy relating
        thereto.


    	Valid Issuance. When issued by the Company in compliance with the
      provisions of this Agreement, the Shares will be validly issued, fully
      paid and nonassessable and will be free of any liens or encumbrances,
      other than liens and encumbrances created by the Purchasers. The
      Conversion Shares (i) are and will at all times hereafter continue to be
      duly authorized and reserved for issuance, and (ii) when issued in
      compliance with the provisions of the Debentures, will be validly issued,
      fully paid and nonassessable, and will be free of any liens or
      encumbrances, other than liens and encumbrances created by the Purchasers.
      The Interest Shares, when issued in compliance with the provisions of the
      Debentures and subject to the authorization of the issuance and delivery
      of such Interest Shares by the Company, will be validly issued, fully paid
      and nonassessable, and will be free of any liens or encumbrances, other
      than liens or encumbrances created by the Purchasers.
	SEC Documents; Financial Statements. As of their respective
      filing dates, the SEC Documents complied in all material respects with the
      requirements of the Securities Act, the Exchange Act and the Rules and
      Regulations. As of their filing date, none of the SEC Documents contained
      any untrue statement of a material fact or omitted to state any material
      fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading, except to the extent corrected by a document
      subsequently filed with the Commission. The SEC Documents constitute all
      reports, registration statements, proxy statements and other filings
      required to be made by the Company pursuant to the Securities Act and the
      Exchange Act subsequent to December 31, 2000. All material contracts and
      other documents of the Company required to be filed as exhibits to the SEC
      Documents have been filed as required. The financial statements of the
      Company, together with the related notes thereto, included in the SEC
      Documents comply as to form in all material respects with the Rules and
      Regulations, have been prepared in conformity with generally accepted
      accounting principles consistently applied (except as may be indicated in
      the notes thereto) and fairly present in all material respects the Company's
      financial position at the dates thereof and the Company's results of
      operations, changes in stockholders' equity and cash flows for the periods
      then ended (subject, in the case of unaudited statements, to normal audit
      adjustments which will not be material in amount or significance).
	No Material Adverse Change. Since December 31, 2000, there has
      been no material adverse change or development involving a prospective
      material adverse change in the condition, financial or otherwise, results
      of operations or business or assets of the Company taken as a whole,
      whether or not arising in the ordinary course of business. Since December
      31, 2000, (i) there have been no transactions entered into by the Company,
      other than those in the ordinary course of business consistent with past
      practices, which are material with respect to the Company, (ii) there has
      been no dividend or distribution of any kind declared, paid or made by the
      Company on any class of its capital stock, or (iii) there has been no loss
      or damage (whether or not insured) to the physical property of the Company
      which has had a Material Adverse Effect.
	Liabilities. The Company does not have any liability or
      obligation (whether accrued, absolute, contingent, matured, unmatured or
      other) which if known would be required to be reflected in the Company's
      financial statements in accordance with generally accepted accounting
      principles, except for any such liability or obligation which (i) has been
      reflected in the Company's balance sheet at September 30, 2001 or (ii)
      has arisen in the ordinary course of business since September 30, 2001,
      consistent with past practices.
	Properties.
      The Company has good and marketable title to its properties, free and
      clear of all material security interests, mortgages, pledges, liens,
      charges, encumbrances and claims of record. The properties of the Company
      are, in the aggregate, in good repair (reasonable wear and tear excepted),
      and suitable for their respective uses. To the Company's knowledge, any
      real property held under lease by the Company is held under valid,
      subsisting and enforceable leases with such exceptions as are not material
      and do not interfere with the conduct of the business of the Company. The
      Company owns or leases all such properties as are necessary to its
      business or operations as now conducted.
	Intellectual Property.

	The Company has ownership or license or legal right to use all
        patents, copyrights, trade secrets, trademarks, customer lists, designs,
        manufacturing or other processes, computer software, systems, data
        compilation, research results or other proprietary rights used in the
        business of the Company and material to the Company (collectively,
        "Intellectual Property") other than Intellectual
        Property generally available on commercial terms from other sources; provided
        that notwithstanding the foregoing, no representation or warranty is
        made herein regarding infringement of any intellectual property owned by
        any person other than the Company except as set forth in Section 3.9(d)
        hereof. All of such patents, trademarks and registered copyrights owned
        by the Company have been duly registered in, filed in or issued by the
        United States Patent and Trademark Office, the United States Register of
        Copyrights or the corresponding offices of other jurisdictions and have
        been maintained and renewed in accordance with all applicable provisions
        of law and administrative regulations in the United States and all such
        jurisdictions, except where the failure to do so would not reasonably be
        expected to have a Material Adverse Effect.
	All material licenses or other material agreements under which (i) the
        Company is granted rights in Intellectual Property, other than
        Intellectual Property generally available on commercial terms from other
        sources, and (ii) the Company has granted rights to others in
        Intellectual Property owned or licensed by the Company, are, to the
        knowledge of the Company, in full force and effect and, to the knowledge
        of the Company, it is not in material default under any such license or
        agreement.
	The Company believes it has taken all reasonable steps required in
        accordance with sound business practice and business judgment to
        establish and preserve its ownership of all material Intellectual
        Property.
	To the knowledge of the Company, the present business, activities and
        products of the Company do not infringe any intellectual property of any
        other person, except where such infringement would not have a Material
        Adverse Effect on the Company. Except as described in the Company's
        SEC Documents, no proceeding charging the Company with infringement of
        Intellectual Property owned by any third party has been filed. To the
        knowledge of the Company, the Company is not making unauthorized use of
        any confidential information or trade secrets of any third party. The
        Company is not aware that any of its employees is obligated under any
        contract or other agreement with any third party that would materially
        interfere with such employee's duties to the Company or that would
        materially restrict the Company from conducting its business as
        currently conducted.
	To the knowledge of the Company, patent numbers 5733888, 5972992,
        5977164, 6140359 and 6306894 or related patents (collectively, the
        "Patents") are valid and enforceable.


    
    	No Conflicts. The execution, delivery and performance of this
    Agreement and each of the Transaction Documents by the Company and the
    consummation by the Company of the transactions contemplated hereby and
    thereby, including the issuance, sale and delivery of the Shares, the
    Debentures, the Conversion Shares and the Interest Shares (subject to the
    authorization of the issuance and delivery of such Interest Shares by the
    Company), does not and will not conflict with or result in any breach or
    violation of any of the terms or provisions of, or constitute a default
    (with or without the giving of notice or the passage of time or otherwise)
    under, or result in the creation or imposition of any lien, charge, claim,
    encumbrance, pledge, security interest, defect or other restriction or
    equity of any kind whatsoever upon any property or assets of the Company
    pursuant to the terms of, (i) the Certificate of Incorporation, Bylaws or
    other organizational documents of the Company, (ii) any license, contract,
    indenture, bond, debenture, mortgage, deed of trust, voting trust agreement,
    stockholders' agreement, note, loan or credit agreement, joint venture or
    other agreement or instrument to which the Company is a party or by which it
    is or may be bound or to which its properties or assets is or may be
    subject, or (iii) any statute, law, judgment, decree, order, rule or
    regulation applicable to the Company of any arbitrator, court, regulatory
    body or administrative agency or other governmental agency or body, having
    jurisdiction over the Company or any of its activities or properties except
    for, in the case of clauses (ii) and (iii), such conflicts, breaches,
    violations, defaults or impositions that would not have a Material Adverse
    Effect.
	No Consents. No consent, approval, authorization or order of, and
      no registration, qualification or filing with, any court, arbitrator,
      regulatory body, government agency, self-regulatory organization, stock
      exchange or market or other body, domestic or foreign, is required for the
      execution, delivery or performance of this Agreement, the Debentures or
      the Registration Rights Agreement (execution and delivery only), or the
      transactions contemplated hereby or thereby, except for (i) the filing of
      a Form D with the Commission relating to the sale of the Shares and the
      Debentures, (ii) such additional steps as may be required by the
      Commission, and (iii) such additional steps as may be necessary to qualify
      the Shares, the Debentures or the Debenture Shares for sale by the Company
      under state securities or Blue Sky laws.
	Litigation. There is no action, suit, proceeding or investigation
      pending or, to the Company's knowledge, currently threatened against the
      Company that (i) questions the validity of this Agreement or any of the
      Transaction Documents, or the right of the Company to enter into this
      Agreement or any of the Transaction Documents, or to consummate the
      transactions contemplated hereby or thereby, or (ii) would be reasonably
      likely to result in a Material Adverse Effect. Except as set forth in Schedule
      3.12 attached hereto, the Company has not filed any requests for
      confidential treatment of information with the Commission since December
      31, 1997. To the knowledge of the Company, there is no investigation,
      inquiry or proceeding by the Commission of or against the Company
      currently pending, and no such investigation, inquiry or proceeding has
      been threatened.
	Offering Valid. Assuming the accuracy of the representations and
      warranties of the Purchasers contained in Section 4.2 hereof, the offer,
      sale and issuance of the Shares, the Debentures, and the Debenture Shares,
      will be exempt from the registration requirements of the Securities Act
      and will have been registered or qualified (or are exempt from
      registration and qualification) under the registration, permit or
      qualification requirements of all applicable state securities laws.


    	No Violations. The Company is not in violation of its
    Certificate of Incorporation, Bylaws or other organizational documents, or
    in violation of any law, administrative regulation, ordinance or order of
    any court or governmental agency, arbitration panel or authority applicable
    to the Company, which violation, individually or in the aggregate, would be
    reasonably likely to have a Material Adverse Effect, and is not in default
    (and there exists no condition which, with or without the passage of time or
    giving of notice or otherwise, would constitute a default) in the
    performance of any bond, debenture, note or any other evidence of
    indebtedness in any indenture, mortgage, deed of trust or any other
    agreement or instrument to which the Company is a party or by which the
    Company is bound or by which the property of the Company is bound, which
    would be reasonably likely to have a Material Adverse Effect.
	Governmental Permits, Etc. The Company has all necessary
      franchises, licenses, certificates and other authorizations from any
      foreign, federal, state or local government or governmental agency,
      department or body that are currently necessary for the operation of the
      business of the Company as currently conducted except where the failure to
      currently possess could not reasonably be expected to have a Material
      Adverse Effect.
	NASDAQ Compliance. The Company's Common Stock is
      registered pursuant to Section 12(g) of the Exchange Act, and is listed on
      The Nasdaq National Market (the "Nasdaq Stock Market"), and the
      Company has taken no action designed to, or likely to have the effect of,
      terminating the registration of the Common Stock under the Exchange Act or
      delisting the Common Stock from the Nasdaq Stock Market.


    	No Manipulation of Stock. The Company has not taken any
    action outside the ordinary course of business designed to or that might
    reasonably be expected to cause or result in stabilization or manipulation
    of the price of the Common Stock to facilitate the sale or resale of the
    Shares or the Debentures.


    	Investment Company. The Company is not an "investment
    company" or an "affiliated person" of, or
    "promoter" or "principal underwriter" for an investment
    company, within the meaning of the Investment Company Act of 1940, as
    amended.
	Insurance. The Company maintains insurance of the types and in
      the amounts that the Company reasonably believes is adequate for its
      business, including, but not limited to, insurance covering all real and
      personal property owned or leased by the Company against theft, damage,
      destruction, acts of vandalism and all other risks customarily insured
      against by similarly situated companies, all of which insurance is in full
      force and effect.


    	Real Property Holding Corporation. The Company is not a real
    property holding corporation within the meaning of Internal Revenue Code
    Section 897(c)(2) and any regulations promulgated thereunder
	Environmental. Except as would not, singly or in the
      aggregate, reasonably be expected to have a Material Adverse Effect on the
      Company, (i) the Company is in compliance with all applicable
      Environmental Laws (as defined below); (ii) the Company has all permits,
      authorizations and approvals required under any applicable Environmental
      Laws and is in compliance with the requirements of such permits
      authorizations and approvals; (iii) there are no pending or, to the best
      knowledge of the Company, threatened Environmental Claims (as defined
      below) against the Company; and (iv) the Company has taken no action, and
      to the Company's knowledge, no circumstances exist with respect to any
      property or operations of the Company that are reasonably likely to form
      the basis of an Environmental Claim against the Company. For purposes of
      this Agreement, the following terms shall have the following meanings:
      "Environmental Law" means any United States (or other
      applicable jurisdiction's) Federal, state, local or municipal statute,
      law, rule, regulation, ordinance, code, policy or rule of common law and
      any judicial or administrative interpretation thereof, including any
      judicial or administrative order, consent decree or judgment, relating to
      the environment, health, safety or any chemical, material or substance,
      exposure to which is prohibited, limited or regulated by any governmental
      authority. "Environmental Claims" means any and all
      administrative, regulatory or judicial actions, suits, demands, demand
      letters, claims, liens, notices of noncompliance or violation,
      investigations or proceedings relating in any way to any Environmental
      Law.
	Taxes.
      The Company has filed all material tax returns required to be filed, which
      returns are true and correct in all material respects, and the Company is
      not in default in the payment of any taxes, including penalties and
      interest, assessments, fees and other charges, shown thereon due or
      otherwise assessed, other than those being contested in good faith and for
      which adequate reserves have been provided or those currently payable
      without interest which were payable pursuant to said returns or any
      assessments with respect thereto.
	Accountants. To the knowledge of the Company, Ernst & Young
      LLP, who the Company expects will express their opinion with respect to
      the financial statements to be incorporated by reference from the Company's
      Annual Report on Form 10-K for the year ended December 31, 2001 into the
      Registration Statement (as defined in the Registration Rights Agreement)
      and the Prospectus which forms a part thereof, are independent accountants
      as required by the Securities Act and the rules and regulations
      promulgated thereunder (the "Rules and Regulations").


  	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser hereby represents and warrants to the Company as follows
  (such representations and warranties do not lessen or obviate the
  representations and warranties of the Company set forth in this Agreement):

  	Requisite Power and Authority. Purchaser has all necessary power
      and authority under all applicable provisions of law to execute and
      deliver this Agreement and each of the Transaction Documents and to carry
      out their provisions. All action on Purchaser's part required for the
      lawful execution and delivery of this Agreement and each of the
      Transaction Documents have been or will be effectively taken prior to the
      Closing. Upon their execution and delivery, this Agreement and each of the
      Transaction Documents will be valid and binding obligations of Purchaser,
      enforceable against Purchaser in accordance with their terms, except as
      such enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of, creditors' rights and remedies
      or by other equitable principles of general application, and except as the
      enforceability of the indemnification and contribution provisions of the
      Registration Rights Agreement may be limited by applicable laws or public
      policy relating thereto.
	Investment Representations. Purchaser understands that neither
      the Shares, the Debentures nor the Debenture Shares have been registered
      under the Securities Act. Purchaser also understands that the Shares and
      the Debentures are being offered and sold pursuant to an exemption from
      registration contained in the Securities Act based in part upon Purchaser's
      representations contained in the Agreement. Purchaser hereby represents
      and warrants as follows:

	Purchaser Bears Economic Risk. Purchaser has substantial
        experience in evaluating and investing in private placement transactions
        of securities in companies similar to the Company so that it is capable
        of evaluating the merits and risks of its investment in the Company.
        Purchaser understands that it shall bear the economic risk of the
        investment in the Shares, the Debentures and the Debenture Shares
        indefinitely unless the Shares, the Debentures (or the Debenture Shares)
        are registered pursuant to the Securities Act, or an exemption from
        registration is available. Purchaser understands that except as
        specifically required by the Registration Rights Agreement, the Company
        has no intention of registering the Shares, the Debentures or the
        Debenture Shares. Purchaser also understands that there is no assurance
        that any registration under the Registration Rights Agreement or
        exemption from registration under the Securities Act will be available
        and that, even if available, such registration or exemption may not
        allow Purchaser to transfer all or any portion of the Shares, the
        Debentures or the Debenture Shares under the circumstances, in the
        amounts or at the times Purchaser might propose.
	Acquisition for Own Account. Purchaser is acquiring the Shares,
        the Debentures and the Debenture Shares for Purchaser's own account
        for investment only, and not with a view towards their distribution in
        violation of the Securities Act.
	Publication. Purchaser is aware of no publication of any
        advertisement in connection with the transactions contemplated in this
        Agreement.
	Accredited Investor. Purchaser is an accredited investor within
        the meaning of Regulation D under the Securities Act.
	Rule 144. Purchaser acknowledges and agrees that the Shares,
        the Debentures and, if issued, the Debenture Shares, must be held
        indefinitely unless they are subsequently registered under the
        Securities Act or an exemption from such registration is available.
        Purchaser has been advised or is aware of the provisions of Rule 144
        promulgated under the Securities Act as in effect from time to time,
        which permits limited resale of shares purchased in a private placement
        subject to the satisfaction of certain conditions, including, among
        other things, the availability of certain current public information
        about the Company, the resale occurring following the required holding
        period under Rule 144 and the number of shares being sold during any
        three-month period not exceeding specified limitations.
	Residence. The office or offices of the Purchaser in which its
        investment decision was made is located at the address or addresses of
        the Purchaser set forth on Exhibit A.


  
  
  	CONDITIONS TO CLOSING

	Conditions to Purchasers' Obligations at the Closing. Purchasers'
    obligations to purchase the Shares and the Debentures at the Closing are
    subject to the satisfaction, at or prior to the Closing, of the following
    conditions:

	Representations and Warranties True; Performance of Obligations.
      The representations and warranties made by the Company in Section 3 hereof
      shall be true and correct in all material respects as of the Closing Date,
      and the Company shall have performed and complied with all obligations and
      conditions required to be performed or complied with by the Company prior
      to the Closing.
	Legal Investment. On the Closing Date, the sale and issuance of
      the Shares and the Debentures and the proposed issuance of the Debenture
      Shares shall be legally permitted by all laws and regulations to which
      Purchasers and the Company are subject.
	Consents, Permits, and Waivers. The Company shall have obtained
      any and all consents, permits and waivers necessary or appropriate for
      consummation of the transactions contemplated by the Agreement and each of
      the Transaction Documents (except for such as Purchaser and the Company
      agree may be properly obtained subsequent to the Closing).
	Registration Rights Agreement. A Registration Rights Agreement,
      substantially in the form attached hereto as Exhibit C, shall have
      been executed and delivered by the parties thereto.
	Legal Opinions. The Purchasers shall have received an opinion,
      dated as of the Closing Date, from Cooley Godward LLP, legal counsel to
      the Company, in form and substance reasonably acceptable to the
      Purchasers. The Purchasers shall have received an opinion, dated as of the
      Closing Date, from Richards, Layton & Finger, Delaware legal counsel
      to the Company, in form and substance reasonably acceptable to the
      Purchasers.
	Officer's Certificate. The Purchasers shall have received a
      certificate, dated as of the Closing Date, executed by an officer of the
      Company, confirming that (i) the representations and warranties made by
      the Company in Section 3 hereof are true and correct in all material
      respects as of the Closing Date and (ii) the Company has performed and
      complied with all obligations and conditions required to be performed or
      complied with by it prior to Closing.
	Secretary's Certificate. The Purchasers shall have received a
      certificate, dated as of the Closing Date, executed by the Secretary of
      the Company, attaching (i) the Company's Certificate of Incorporation,
      (ii) the Company's By-laws, and (iii) the resolutions of the Board of
      Directors of the Company approving this Agreement, the Debentures and the
      transactions contemplated hereby and thereby.
	Proceedings and Documents. All corporate and other proceedings in
      connection with the transactions contemplated at the Closing hereby and
      all documents and instruments incident to such transactions shall be
      reasonably satisfactory in substance and form to the Purchasers and their
      counsel, and the Purchasers and their counsel shall have received all such
      counterpart originals or certified or other copies of such documents as
      they may reasonably request.


  	Conditions to Obligations of the Company. The Company's
    obligation to issue and sell the Shares and the Debentures at the Closing is
    subject to the satisfaction, on or prior to such Closing, of the following
    conditions:

	Representations and Warranties True. The representations and
      warranties made by the Purchasers in Section 4 hereof shall be true and
      correct in all material respects as of the Closing Date, and the
      Purchasers shall have performed and complied with all obligations and
      conditions herein required to be performed or complied with by the
      Purchasers prior to the Closing.
	Registration Rights Agreement. A Registration Rights Agreement,
      substantially in the form attached hereto as Exhibit C, shall have
      been executed and delivered by the Purchasers.
	Consents, Permits, and Waivers. The Company shall have obtained
      any and all consents, permits and waivers necessary or appropriate for
      consummation of the transactions contemplated by the Agreement and each of
      the Transaction Documents (except for such as Purchaser and the Company
      agree may be properly obtained subsequent to the Closing).


  
  
  	OTHER AGREEMENTS

	Certain Covenants

	Restrictions on Transfer. Each Purchaser agrees not to make any
      disposition of all or any portion of the Shares, the Debentures or the
      Debenture Shares unless and until:

	there is then in effect a registration statement under the Securities
        Act covering such proposed disposition and such disposition is made in
        accordance with said registration statement; or
	(A) such Purchaser shall have notified the Company of the
        proposed disposition and shall have furnished the Company with a
        reasonably detailed statement of the circumstances surrounding the
        proposed disposition, (B) if requested by the Company, such Purchaser
        shall have furnished the Company with an opinion of Purchaser's own
        counsel to the effect that such disposition will not require
        registration of such securities under the Securities Act, and (C) such
        opinion of Purchaser's counsel shall have been concurred in by counsel
        for the Company, such concurrence not to be unreasonably withheld, and
        the Company shall have advised Purchaser of such concurrence; provided,
        that the Company will not require opinions of counsel for transactions
        made pursuant to Rule 144; and, provided further that in the
        event of any transfer made pursuant to this Section 6.1(a)(ii), the
        transferee shall enter into a written agreement to be bound by and
        comply with all provisions of this Agreement as if such transferee were
        an original "Purchaser" hereunder.


    	Transfer Taxes. On the Closing Date, all stock transfer or other
      taxes (other than income taxes) which are required to be paid in
      connection with the sale and transfer of the Shares to be sold to the
      Purchaser hereunder will be, or will have been, fully paid or provided for
      by the Company and all laws imposing such taxes will be or will have been
      fully complied with.
	Insurance. For so long as any Purchaser holds any Shares or
      Debentures, the Company will continue to maintain insurance of the types
      and in the amounts that the Company reasonably believes is adequate for
      its business, including, but not limited to, insurance covering all real
      and personal property owned or leased by the Company against theft,
      damage, destruction, acts of vandalism and all other risks customarily
      insured against by similarly situated companies, all of which insurance is
      in full force and effect.
	Requests for Confidential Treatment of Information.
      If resolution of any requests for the confidential treatment of
      information is required by the Commission to declare a Registration
      Statement (as defined in the Registration Rights Agreement) effective, the
      Company will use its commercially reasonable best efforts to promptly file
      with the Commission and resolve such requests.
	Legend.

	Each Purchaser acknowledges and agrees that all certificates
      representing the Shares or any Debenture Shares shall be stamped or
      otherwise imprinted with a legend substantially similar to the following
      (in addition to any legend required under applicable state securities
      laws):

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
    NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
    "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
    ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT
    OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
    COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."

    	Each Purchaser acknowledges and agrees that each Debenture shall be
      stamped or otherwise imprinted with a legend substantially similar to the
      following (in addition to any legend required under applicable state
      securities laws):

"THE DEBENTURE REPRESENTED HEREBY HAS NOT BEEN
    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
    "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
    ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT
    OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
    COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."

    	Each Purchaser and the Company acknowledge and agree that the legend set
      forth in Section 6.2(a) hereof shall be removed from the certificates
      representing the Shares or any Debenture Shares at the earliest to occur
      of such time as (i) such Shares or Debenture Shares are effectively
      registered under the Securities Act and disposed of in accordance with the
      registration statement covering such Shares or Debenture Shares, (ii) such
      Shares or Debenture Shares are saleable by the holder thereof pursuant to
      Rule 144(k) promulgated under the Securities Act or (iii) such Shares or
      Debenture Shares are sold to the public pursuant to Rule 144 promulgated
      under the Securities Act. Promptly after the declaration by the Commission
      that a registration statement that registers the Shares or any Debenture
      Shares is effective, the Company shall make appropriate provisions with
      its transfer agent for the registration of transfer of Shares or Debenture
      Shares sold under such registration statement without the requirement that
      an opinion of counsel be delivered .


  	MISCELLANEOUS

	Governing Law. This Agreement shall be governed in all respects by
    the laws of the State of Delaware, without giving effect to the principles
    of conflicts of laws.
	Survival. The representations and warranties in this Agreement
    shall survive the Closing and shall terminate on the date that is two (2)
    years after the Closing Date. The covenants and agreements made herein shall
    survive the Closing and shall terminate on the date that no Debentures are
    outstanding. All statements as to factual matters contained in any
    certificate or other instrument delivered by or on behalf of the Company
    pursuant hereto in connection with the transactions contemplated hereby
    shall be deemed to be representations and warranties by the Company
    hereunder solely as of the date of such certificate or instrument.
	Successors and Assigns. Except as otherwise expressly provided
    herein, the provisions hereof shall inure to the benefit of, and be binding
    upon, the successors, assigns, heirs, executors and administrators of the
    parties hereto and shall inure to the benefit of and be enforceable by each
    person who shall be a holder of the Shares or the Debentures from time to
    time.
	Entire Agreement. This Agreement, the Exhibits hereto, including
    the Debentures, the Registration Rights Agreement, and the other documents
    delivered pursuant hereto constitute the full and entire understanding and
    agreement between the parties with regard to the subjects hereof and no
    party shall be liable or bound to any other in any manner by any
    representations, warranties, covenants and agreements except as specifically
    set forth herein and therein.
	Severability. In case any provision of the Agreement shall be
    invalid, illegal or unenforceable in any respect, the validity, legality and
    enforceability of the remaining provisions contained herein shall not in any
    way be affected or impaired thereby.
	Amendment and Waiver.

	This Agreement may be amended or modified only upon the written consent
      of the Company and Purchasers holding a majority of the Shares initially
      purchased hereunder.
	The obligations of the Company and the rights of the Purchasers under
      this Agreement may be waived only with the written consent of the
      Purchasers holding a majority of the Shares initially purchased hereunder.


  	Notices. All notices required or permitted hereunder shall be in
    writing and shall be deemed effectively given: (i) upon personal delivery to
    the party to be notified; (ii) when sent by confirmed telex or facsimile if
    sent during normal business hours of the recipient, if not, then on the next
    business day; or (iii) one (1) day after deposit with a nationally
    recognized overnight courier, specifying next day delivery, with written
    verification of receipt. All communications shall be sent to the Company at
    the address as set forth on the signature page hereof, with a copy to
    Francis R. Wheeler, Esq., Cooley Godward LLP, 380 Interlocken Crescent,
    Suite 900, Broomfield, CO 80021, and to Purchasers at the address as set
    forth on Exhibit A hereto, with a copy to James J. Marino, Esq.,
    Dechert, Princeton Pike Corporate Center, P.O. Box 5218, Princeton, NJ
    08543, or at such other address as the Company or Purchasers may designate
    by ten (10) days advance written notice to the other parties hereto.
	Expenses. Each party shall pay all costs and expenses that it
    incurs with respect to the negotiation, execution, delivery and performance
    of the Agreement; provided, however, that the Company shall reimburse
    the reasonable fees and expenses of one special counsel for the Purchasers.
	Arbitration. If any dispute shall arise between the parties hereto
    with reference to the interpretation of this Agreement or their rights
    hereunder, the dispute shall be settled solely and exclusively through
    arbitration in accordance with the rules of the American Arbitration
    Association. The dispute shall be referred to three (3) arbitrators. One (1)
    arbitrator shall be chosen by each party and the two (2) chosen shall
    promptly select a third arbitrator. If either party refuses or neglects to
    appoint an arbitrator within thirty (30) days after the receipt of written
    notice from the other party requesting arbitration and naming its
    arbitrators, the requesting party may name an arbitrator for the other
    party. Each party shall submit its case to the three (3) arbitrators within
    thirty (30) days of the appointment of the third arbitrator unless such time
    is extended by the arbitrators or a majority of them or by agreement between
    the parties. The decision of a majority of the arbitrators shall be rendered
    within ninety (90) days of the selection of the third arbitrator and shall
    be final and binding on both parties. Each party shall bear the expense of
    its own arbitrator, or one-half of the expense of two (2) arbitrators if
    both are appointed by the requesting party as provided above, and shall
    jointly and equally bear with the other the expense of the third arbitrator
    and any and all costs, fees and other expenses directly associated with the
    administration of the arbitration proceedings. Any such arbitration shall
    take place in Wilmington, Delaware. For purposes of the enforcement of the
    final arbitration decision, the parties agree to be subject to the
    jurisdiction of a court of competent jurisdiction in the State of Delaware.


  	Titles and Subtitles. The titles of the sections and subsections of
  the Agreement are for convenience of reference only and are not to be
  considered in construing this Agreement.
	Counterparts. This Agreement may be executed in any number of
    counterparts, each of which shall be an original, but all of which together
    shall constitute one instrument.
	Broker's Fees. Each party hereto represents and warrants that no
    agent, broker, investment banker, person or firm acting on behalf of or
    under the authority of such party hereto is or will be entitled to any
    broker's or finder's fee or any other commission directly or indirectly
    in connection with the transactions contemplated herein. Each party hereto
    further agrees to indemnify each other party for any claims, losses or
    expenses incurred by such other party as a result of the representation in
    this Section 7.12 being untrue.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this SECURITIES
PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.


COMPANY:



NAPRO BIOTHERAPEUTICS, INC.


By: /s/

Name: Gordon Link

Title: Vice President and Chief Financial Officer

Address: 6304 Spine Road, Unit A

Boulder, CO 80301

Attn: Chief Financial Officer


PURCHASERS:

TL VENTURES V L.P.


By: TL Ventures V Management L.P.,

its general partner

By: TL Ventures V LLC,

its manager



By: /s/

Name: Robert E. Kieth, Jr.

Title: Managing Director


  
    
    Address: 700 Building

    435 Devon Park Drive

    Wayne, PA 19087

    Attn: Chris Moller

  






TL VENTURES V INTERFUND L.P.


By: TL Ventures V LLC,

its general partner


By: /s/

Name: Robert E. Kieth, Jr.

Title: Managing Director


  
    
    Address: 700 Building

    435 Devon Park Drive

    Wayne, PA 19087

    Attn: Chris Moller

    
     

    

    

  

  Exhibit A

  Schedule Of Purchasers


	
      

      

      Name & Address
	
      

      Number of Shares
	
      

      Purchase Price
	
      Principal Amount of Debenture
	
      

      Total Investment

	
      TL Ventures V L.P.

      700 Building

      435 Devon Park Drive

      Wayne, PA 19087

      Attn: Chris Moller
	
      873,776
	
      $ 7,863,984.00
	
      $ 7,863,983.52
	
      $ 15,727,967.52

	
      TL Ventures V Interfund L.P.

      700 Building

      435 Devon Park Drive

      Wayne, PA 19087

      Attn: Chris Moller
	
      15,113
	
      $ 136,017.00
	
      $ 136,016.48
	
      $ 272,033.48

	 	 	 	 	 
	
      Total:
	
      888,889
	
      $8,000,001.00
	
      $8,000,000.00
	
      $16,000,001.00



 

 


 

Exhibit B

Form of 4% Convertible Subordinated Debenture

[intentionally omitted]

 

Exhibit C

Form of Registration Rights Agreement

[intentionally omitted]