Registration Rights Agreement




NAPRO BIOTHERAPEUTICS, INC.

REGISTRATION RIGHTS AGREEMENT


This REGISTRATION RIGHTS AGREEMENT (the "Agreement")
is made and 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 signature page hereof (which persons and entities are
hereinafter collectively referred to as "Investors" and each
individually as an "Investor").


RECITALS

WHEREAS, the Investors are purchasing shares of the Company's Common
Stock (the "Shares"), par value $.0075 per share, and 4%
Convertible Subordinated Debentures due February 12, 2007 (the "Debentures")
pursuant to that certain Securities Purchase Agreement (the "Purchase
Agreement") of even date herewith;


WHEREAS, in order to induce the Investors to enter into the Purchase
Agreement and to consummate the transactions contemplated thereby, the Company
has agreed to provide the Investors the registration rights set forth in this
Agreement; and


WHEREAS, the execution of this Agreement is a condition to the closing
under the Purchase Agreement.


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

	DEFINITIONS. Capitalized terms used herein without definition shall
    have their respective meanings set forth in the Purchase Agreement. As used
    in this Agreement, the following terms shall have the following meanings:

"Affiliate" means, with respect to any specified person, (i)
  any other person directly or indirectly controlling or controlled by, or under
  direct or indirect common control with, such specified person or (ii) any
  officer or director of such other person. For purposes of this definition, the
  term "control" (including the terms "controlling,"
  "controlled by" and "under common control with") of a
  person means the possession of direct or indirect, or the power (whether or
  not exercised) to direct or cause the direction of, the management and
  policies of a person, whether through the ownership of voting securities, by
  contract, or otherwise.

  "Business Day" means any day except a Saturday, Sunday and
  any day on which banking institutions in the State of Colorado generally are
  authorized or required by law or other governmental actions to close.

  "Debentures" has the meaning set forth in the Recitals
  above.

  "Effectiveness Period" means the period commencing with
  the date of this Agreement and ending on the earlier of (i) the date that
  is two years after the date of this Agreement and (ii) the date that all
  Registrable Securities have ceased to be Registrable Securities.

  "Exchange Act" means the Securities Exchange Act of 1934,
  as amended, and the rules and regulations of the SEC promulgated thereunder.

  "Filing Date" means the date five (5) days following the
  date of this Agreement.

  "Holder" means each Investor and each holder from time to
  time of Registrable Securities.

  "Initial Shelf Registration" has the meaning set forth in
  Section 2.1 hereof.

  "Losses" has the meaning set forth in Section 5.1 hereof.

  "Majority of Registrable Securities" means a majority of
  the then outstanding aggregate principal amount of Registrable Securities.

  "Prospectus" means the prospectus included in any
  Registration Statement (including, without limitation, a prospectus that
  discloses information previously omitted from a prospectus filed as part of an
  effective registration statement in reliance upon Rule 430A promulgated under
  the Securities Act), as amended or supplemented by any amendment or prospectus
  supplement, including post-effective amendments, and all material incorporated
  by reference or deemed to be incorporated by reference in such Prospectus.

  "Purchase Agreement" has the meaning set forth in the
  Recitals above.

  "Registrable Securities" means (i) the Shares, (ii) any
  shares of Common Stock issuable upon conversion of the Debentures, (iii) any
  shares of Common Stock issued in payment of any interest on the Debentures,
  and (iv) any shares of Common Stock issued as (or issuable upon the conversion
  or exercise of any warrant, right or other security which is issued as) a
  dividend or other distribution with respect to, or in exchange or replacement
  of, the securities described in clauses (i) through (iii) above, in each case
  until such shares (a) are effectively registered under the Securities Act and
  disposed of in accordance with the Registration Statement covering the shares,
  (b) salable by the holder thereof pursuant to Rule 144(k) or (c) sold to the
  public pursuant to Rule 144, and, as a result of the event or circumstance
  described in any of the foregoing clauses (a) through (c) above, the legends
  with respect to transfer restrictions required under the Purchase Agreement
  (other than any such legends required solely as the consequences or the fact
  that the Registrable Securities are owned by, or were previously owned by, the
  Company or an Affiliate of the Company) are removed or removable in accordance
  with the terms of the Purchase Agreement.

  "Registration Statement" means any registration statement
  of the Company which covers any of the Registrable Securities pursuant to the
  provisions of this Agreement, including the Prospectus, amendments and
  supplements to such registration statement, including post-effective
  amendments, all exhibits, and all material incorporated by reference or deemed
  to be incorporated by reference in such registration statement.

  "Rule 144" means Rule 144 under the Securities Act, as
  such Rule may be amended from time to time, or any similar rule or regulations
  hereafter adopted by the SEC.

  "SEC" means the United States Securities and Exchange
  Commission.

  "Securities Act" means the Securities Act of 1933, as
  amended, and the rules and regulations of the SEC promulgated thereunder.

  "Selling Holder" means a Holder offering to sell
  Registrable Securities.

  "Shares" has the meaning set forth in the Recitals above.

  "Shelf Registration" has the meaning set forth in Section
  2.1 hereof.

  "Subsequent Shelf Registration" has the meaning set forth
  in Section 2.2 hereof.

  "Suspension Period" has the meaning set forth in Section
  2.3 hereof.

  	SHELF REGISTRATION.

	The Company shall prepare and file with the SEC, as soon as practicable
      but in any event on or prior to the Filing Date, a Registration Statement
      for an offering to be made on a continuous basis pursuant to Rule 415 of
      the Securities Act (a "Shelf Registration") registering
      the resale from time to time by Holders thereof of all of the Registrable
      Securities (the "Initial Shelf Registration"). The
      Initial Shelf Registration shall be on an appropriate SEC Registration
      Statement form permitting registration of such Registrable Securities for
      resale by such Holders in the manner or manners designated by them. The
      Company shall use its commercially reasonable best efforts to cause the
      Initial Shelf Registration to be declared effective under the Securities
      Act within sixty (60) days after the Initial Shelf Registration is filed
      by the Company, and shall use its commercially reasonable best efforts to
      keep the Initial Shelf Registration continuously effective under the
      Securities Act, subject to the provisions of Section 2.3 hereof,
      until the earlier of the expiration of the Effectiveness Period or the
      date a Subsequent Shelf Registration (as defined below) covering all of
      the Registrable Securities has been declared effective under the
      Securities Act. Subject to the right of the Company to have the Initial
      Shelf Registration not be effective, or not to be updated, amended or
      supplemented, for periods of time set forth in Section 2.3, the Company
      further agrees to use its commercially reasonable best efforts to prevent
      the happening of any event that would cause the Initial Shelf Registration
      to contain a material misstatement or omission or to be not effective and
      usable for resale of the Registrable Securities during the Effective
      Period. The Company shall file such Registration Statements in addition to
      the Initial Shelf Registration as are needed to register any Registrable
      Securities that have not been registered on the Initial Shelf Registration
      promptly after such Registrable Securities are issued to a Holder, and the
      Company shall use its commercially reasonable best efforts to cause any
      such Registration Statements to be declared effective as soon as
      practicable after such filings and to keep such Registration Statements
      continuously effective until the end of the Effectiveness Period.
	If the Initial Shelf Registration or any subsequent Shelf Registration
      ceases to be effective for any reason as a result of the issuance of a
      stop order by the SEC at any time during the Effectiveness Period, the
      Company shall use its commercially reasonable best efforts to obtain the
      prompt withdrawal of any order suspending the effectiveness thereof, and
      in any event shall within thirty (30) days of such cessation of
      effectiveness amend the Shelf Registration in a manner reasonably expected
      to obtain the withdrawal of the order suspending the effectiveness
      thereof, or file an additional Shelf Registration covering all of the
      Registrable Securities (a "Subsequent Shelf Registration").
      If a Subsequent Shelf Registration is filed, the Company shall use its
      commercially reasonable best efforts to cause the Subsequent Shelf
      Registration to be declared effective as soon as practicable after such
      filing and to keep such Registration Statement continuously effective
      until the end of the Effectiveness Period.
	In the event of the happening of any event of the kind described in
      Section 3.1(c)(ii), 3.1(c)(iii), 3.1(c)(iv), 3.1(c)(v) or 3.1(c)(vi)
      hereof, the Company shall deliver a certificate in writing (the "Suspension
      Notice"), signed by an authorized executive officer of the
      Company, to the Investors, to the effect of the foregoing and thereafter
      the use of the Prospectus shall be suspended, and the Company, subject to
      the terms of this Section 2.3, shall thereafter not be required to
      maintain the effectiveness or update the Shelf Registration. The Company
      will use its commercially reasonable best efforts to ensure that the use
      of the Prospectus may be resumed as soon as practicable within thirty (30)
      days after delivery of a Suspension Notice to the Investors.
      Notwithstanding the foregoing, the Company shall not under any
      circumstances be entitled to exercise its right under this Section 2.3 to
      suspend the use of the Prospectus more than one (1) time in any four (4)
      month period, and the periods in which the use of the Prospectus is
      suspended shall not exceed 30 days in any four-month period (a "Suspension
      Period").


  	REGISTRATION PROCEDURES.

	In connection with the Company's registration obligations under Section
      2 hereof, the Company shall effect such registrations to permit the sale
      of the Registrable Securities in accordance with the intended method or
      methods of disposition thereof, and pursuant thereto the Company shall as
      expeditiously as possible:

	Prepare and file with the SEC a Registration Statement or Registration
        Statements on any appropriate form under the Securities Act available
        for the sale of the Registrable Securities by the Holders thereof in
        accordance with the intended method or methods of distribution thereof
        and shall include all required financial statements, and use its
        commercially reasonable best efforts to cause each such Registration
        Statement to become effective and remain effective as provided herein;
        provided, that before filing any such Registration Statement or
        Prospectus or any amendments or supplements thereto, the Company shall
        furnish within a reasonable time period to each Selling Holder (if
        requested by such Selling Holder) copies of all such documents proposed
        to be filed, which documents will be subject to the review of each
        Selling Holder (if requested by such Selling Holder), and the Company
        shall not file any such Registration Statement or amendment thereto or
        any Prospectus or any supplement thereto to which the Holders of a
        Majority of Registrable Securities covered by such Registration
        Statement shall reasonably object in writing within five Business Days
        after the receipt thereof.
	Subject to Section 2.3, prepare and file with the SEC such amendments
        and post-effective amendments to each Registration Statement as may be
        necessary to keep such Registration Statement continuously effective for
        the applicable period specified in Section 2; cause the related
        Prospectus to be supplemented by any required Prospectus supplement, and
        as so supplemented to be filed pursuant to Rule 424 (or any similar
        provisions then in force) under the Securities Act and comply with the
        provisions of the Securities Act with respect to the disposition of all
        securities covered by such Registration Statement during the applicable
        period in accordance with the intended methods of disposition by the
        sellers thereof set forth in such Registration Statement as so amended
        or such Prospectus as so supplemented. The Company shall ensure that (i)
        any Shelf Registration and any amendment thereto and any Prospectus
        forming a part thereof and any amendment or supplement thereto complies
        in all material respects with the Act and the rules and regulations
        thereunder, (ii) any Shelf Registration and any amendment thereto does
        not, when it becomes effective, contain an untrue statement of a
        material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein, in light of the
        circumstances under which they were made, not misleading and (iii) any
        Prospectus forming part of any Shelf Registration, and any amendment or
        supplement to such Prospectus, does not include an untrue statement of a
        material fact or omit to state a material fact necessary in order to
        make the statements therein, in the light of the circumstances under
        which they were made, not misleading.
	Notify the Holders and (if requested by any such person) confirm such
        notice in writing, (i) when a Prospectus, any Prospectus supplement, a
        Registration Statement or a post-effective amendment to a Registration
        Statement has been filed with the SEC, and, with respect to a
        Registration Statement or any post-effective amendment, when the same
        has become effective; (ii) of any request by the SEC or any other
        federal or state governmental authority for amendments or supplements to
        a Registration Statement or related Prospectus or for additional
        information, (iii) of the issuance by the SEC or any other federal or
        state governmental authority of any stop order suspending the
        effectiveness of a Registration Statement or the initiation or
        threatening of any proceedings for that purpose, (iv) of the receipt by
        the Company of any notification with respect to the suspension of the
        qualification or exemption from qualification of any of the Registrable
        Securities for sale in any jurisdiction or the initiation or threatening
        of any proceedings for such purpose, (v) of the existence of any fact or
        happening of any event which makes any statement of a material fact in
        such Registration Statement or related Prospectus or any document
        incorporated or deemed to be incorporated therein by reference untrue or
        which would require the making of any changes in the Registration
        Statement or Prospectus in order that, in the case of the Registration
        Statement, it will not contain any untrue statement of a material fact
        or omit to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading, and that in the
        case of the Prospectus, it will not contain any untrue statement of a
        material fact or omit to state any material fact required to be stated
        therein or necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading, and (vi) of
        the Company's determination that a post-effective amendment to a
        Registration Statement would be appropriate.
	Use its commercially reasonable best efforts to obtain the withdrawal
        of any order suspending the effectiveness of a Registration Statement,
        or the lifting of any suspension of the qualification (or exemption from
        qualification) of any of the Registrable Securities for sale in any
        jurisdiction, at the earliest possible moment.
	If requested by the Holders of a Majority of the Registrable
        Securities being sold, (i) promptly incorporate in a Prospectus
        supplement or post-effective amendment to a Registration Statement such
        information as such Holders and the Company reasonably agree should be
        included therein, and (ii) make all required filings of such Prospectus
        supplement or such post-effective amendment as soon as practicable after
        the Company has received notification of the matters proposed to be
        incorporated in such Prospectus supplement or post-effective amendment.
	Furnish to each Selling Holder (if requested by such Selling Holder),
        without charge, at least one conformed copy of the Registration
        Statement or Statements and any amendment thereto, including financial
        statements, and all documents incorporated or deemed to be incorporated
        therein by reference and all exhibits thereto.
	Deliver to each Selling Holder in connection with any offering of
        Registrable Securities, without charge, as many copies of the Prospectus
        or Prospectuses relating to such Registrable Securities (including each
        preliminary prospectus) and any amendment or supplement thereto as such
        persons may reasonably request; and the Company hereby consents to the
        use of such Prospectus or each amendment or supplement thereto by each
        of the Selling Holders in connection with any offering and sale of the
        Registrable Securities covered by such Prospectus or any amendment or
        supplement thereto.
	Prior to any public offering of Registrable Securities, register or
        qualify or cooperate with the Selling Holders in connection with any
        registration or qualification (or exemption from such registration or
        qualification) of such Registrable Securities for offer and sale under
        the securities or Blue Sky laws of such jurisdictions within the United
        States as any Selling Holder reasonably requests in writing, keep each
        such registration or qualification (or exemption therefrom) effective
        during the period such Registration Statement is required to be kept
        effective and do any and all other acts or things necessary or advisable
        to enable the disposition in such jurisdictions of the Registrable
        Securities covered by the applicable Registration Statement, provided,
        that the Company will not be required to (i) qualify generally to do
        business in any jurisdiction where it is not then so qualified, or (ii)
        take any action that would subject it to general service of process in
        suits or to taxation in any such jurisdiction where it is not then so
        subject.
	Cause the Registrable Securities covered by the applicable
        Registration Statement to be registered with or approved by such other
        governmental agencies in addition to the SEC or authorities within the
        United States as may be necessary to enable the Selling Holder or
        Holders thereof to consummate the disposition of such Registrable
        Securities.
	During the Effectiveness Period (subject to the provisions of Section
        2.3), immediately upon the existence of any fact or the occurrence of
        any event as a result of which a Registration Statement shall contain
        any untrue statement of a material fact or omit to state any material
        fact required to be stated therein or necessary to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading, or a Prospectus shall contain any untrue statement of a
        material fact or omit to state any material fact required to be stated
        therein or necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading, promptly
        prepare and file a post-effective amendment to each Registration
        Statement or a supplement to the related Prospectus or any document
        incorporated therein by reference or file any other required document
        (such as a Current Report on Form 8-K) that would be incorporated by
        reference into the Registration Statement so that the Registration
        Statement shall not contain any untrue statement of a material fact or
        omit to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading, in light of the
        circumstances under which they were made, and so that the Prospectus
        shall not contain any untrue statement of a material fact or omit to
        state any material fact required to be stated therein or necessary to
        make the statements therein, in the light of the circumstances under
        which they were made, not misleading, as thereafter delivered to the
        purchasers of the Registrable Securities being sold thereunder, and in
        the case of a post-effective amendment to a Registration Statement use
        its commercially reasonable best efforts to cause such post-effective
        amendment to become effective as soon as practicable.
	Make available for inspection by a representative of the Holders of
        Registrable Securities being sold and any attorney or accountant
        retained by such Selling Holders, financial and other records, pertinent
        corporate documents and properties of the Company and its subsidiaries,
        and cause the executive officers, directors and employees of the Company
        and its subsidiaries to supply all information reasonably requested by
        any such representative, attorney or accountant in connection with such
        disposition; provided, however, that any information that is reasonably
        and in good faith designated by the Company in writing as confidential
        at the time of delivery of such information shall be kept confidential
        by such persons, unless (i) disclosure of such information is required
        by court or administrative order or is necessary to respond to inquiries
        of regulatory authorities, (ii) disclosure of such information is
        required by law (including any disclosure requirements pursuant to
        federal securities laws in connection with the filing of any
        Registration Statement or the use of any prospectus referred to in this
        Agreement), (iii) such information becomes generally available to the
        public other than as a result of disclosure or failure to safeguard by
        any such person or (iv) such information becomes available to any such
        person from a source other than the Company and such source is not bound
        by a confidentiality agreement with the Company covering such
        information.
	Comply with all applicable rules and regulations of the SEC in all
        material respects and make generally available to its security holders
        earning statements (which need not be audited) satisfying the provisions
        of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
        similar rule promulgated under the Securities Act) no later than 45 days
        after the end of any 12-month period (or 90 days after the end of any
        12-month period if such period is a fiscal year), commencing on the
        first day of the first fiscal quarter of the Company commencing after
        the effective date of a Registration Statement, which statements shall
        cover said 12-month periods.
	Cooperate with the Selling Holders of Registrable Securities to
        facilitate the timely preparation and delivery of certificates
        representing Registrable Securities to be sold and not bearing any
        restrictive legends; and enable such Registrable Securities to be in
        such denominations and registered in such names as the Holders may
        request.
	Not later than the effectiveness date of any Registration Statement
        hereunder, provide a CUSIP number for the Registrable Securities
        registered under such Registration Statement, and provide the transfer
        agent for the Common Stock with printed certificates for the Registrable
        Securities which are in a form eligible for deposit with The Depository
        Trust Company.
	Cause all shares of Common Stock covered by a Registration Statement
        to be listed or quoted on, each securities exchange or quotation system
        on which the Company's Common Stock is then listed or quoted no later
        than the date the Registration Statement is declared effective, and, in
        connection therewith, to the extent applicable, to make such filings
        under the Exchange Act (e.g., the filing of a Registration Statement on
        Form 8-A) and to have such filings declared effective thereunder.
	Cooperate and assist in any filing required to be made with the
        National Association of Securities Dealers, Inc.


    The Company understands that each Holder disclaims being an underwriter,
    but such Holder being deemed an underwriter by the SEC shall not relieve the
    Company of any obligations it has hereunder.

    	The Company may require each Holder of securities to be sold pursuant to
      any Registration Statement to furnish to the Company such information
      regarding the Holder and the distribution of such securities as shall by
      law be required to effect the registration of such securities. Any Holder
      who fails to provide such information to the Company shall not be entitled
      to use the Prospectus related to such Registration Statement.
	REGISTRATION EXPENSES. All fees and expenses incident to the
    Company's obligations under this Agreement shall be borne by the Company
    whether or not any of the Registration Statements become effective. Such
    fees and expenses shall include, without limitation, (i) all registration
    and filing fees (including, without limitation, fees and expenses with
    respect to filings required to be made with the National Association of
    Securities Dealers, Inc.), (ii) printing expenses (including, without
    limitation, expenses of printing certificates for Registrable Securities in
    a form eligible for deposit with The Depository Trust Company, (iii)
    reasonable fees and disbursements of counsel for the Company in connection
    with any Shelf Registration, and (iv) fees and disbursements of all
    independent certified public accountants for the Company in connection with
    any Shelf Registration. In addition, the Company shall pay the fees and
    expenses incurred in connection with the listing or quotation of the
    securities to be registered on any securities exchange or quotations system
    on which similar securities issued by the Company are then listed and the
    fees and expenses of any person, including special experts, retained by the
    Company. Notwithstanding the foregoing, in no event shall the Company be
    liable for any underwriting discounts or selling commissions applicable to
    the sale of Registrable Securities pursuant to any Registration Statement.
	INDEMNIFICATION.

	Indemnification by the Company. The Company shall indemnify and
      hold harmless each Holder, the directors, officers and employees of each
      such Holder and each person, if any, who controls any such Holder (within
      the meaning of either Section 15 of the Securities Act or Section 20 of
      the Exchange Act) from and against all losses, claims, liabilities,
      damages and expenses (including without limitation, any legal or other
      expenses reasonably incurred in connection with defending or investigating
      any such action or claim) (collectively, "Losses"), arising out
      of or based upon (i) any untrue statement or alleged untrue statement of a
      material fact contained in any Registration Statement or Prospectus or in
      any amendment or supplement thereto, (ii) any omission or alleged omission
      to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, in light of the
      circumstances under which they were made, or (iii) the failure of the
      Company to fulfill any undertaking included in any Registration Statement
      or prospectus or in any amendment or supplement thereto; provided,
      however, that (x) the Company will not be liable to the extent that any
      such Losses arise out of or are based upon any information relating to
      such Holder furnished to the Company in writing by such Holder expressly
      for use therein; and (y) the Company will not be liable to any Holder, the
      directors, officers or employees of such Holder or any person who controls
      such Holder (within the meaning of either Section 15 of the Securities Act
      or Section 20 of the Exchange Act) with respect to any Losses arising out
      of or based on any untrue statement or alleged untrue statement of a
      material fact or any omission or alleged omission to state a material fact
      contained in any Registration Statement or Prospectus or in any amendment
      or supplement thereto which is corrected in the Registration Statement or
      Prospectus or in any amendment or supplement thereto, if the person
      asserting any such Loss purchased Registrable Securities from such Holder
      but was not sent or given a copy of the corrected Registration Statement
      or Prospectus or amendment or supplement thereto at or prior to the
      written confirmation of the sale of such Registrable Securities to such
      person and if the corrected Registration Statement or Prospectus or
      amendment or supplement thereto had been delivered to such Holder at least
      two (2) business days prior to the date of such written confirmation of
      such sale.
	Indemnification by Holder of Registrable Securities. Each Holder,
      agrees severally and not jointly with any other Holder to indemnify and
      hold harmless the Company, its directors, its officers who sign a
      Registration Statement and each person, if any, who controls the Company
      (within the meaning of either Section 15 of the Securities Act or Section
      20 of the Exchange Act), from and against all Losses arising out of or
      based upon any untrue statement or alleged untrue statement of a material
      fact contained in any Registration Statement or Prospectus or in any
      amendment or supplement thereto, or arising out of or based upon any
      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, in light of the circumstances under which they were made, to
      the extent, but only to the extent that such untrue statement or alleged
      untrue statement or omission or alleged omission is contained in any
      information relating to such Holder furnished in writing by such Holder to
      the Company expressly for use in such Registration Statement or Prospectus
      or in any amendment or supplement thereto; provided, however,
      that the Holder shall not be liable for any such untrue or alleged untrue
      statement or omission or alleged omission of which the Holder has
      delivered to the Company in writing a correction and the Company failed to
      file an amendment or supplement containing the corrected information and
      the Company has not suspended the use of the Registration Statement or
      Prospectus pursuant to Section 2.3 hereof before the occurrence of the
      transaction from which such Loss was incurred. In no event shall the
      aggregate liability of any Selling Holder of Registrable Securities
      hereunder be greater in amount than the net dollar amount of the proceeds
      received by such Holder upon the sale of the Registrable Securities giving
      rise to such indemnification obligation.
	Conduct of Indemnification Proceedings. In case any proceeding
      (including any governmental investigation) shall be instituted involving
      any person in respect of which indemnity may be sought pursuant to either
      of the two preceding sections, such person (the "indemnified party")
      shall promptly notify the person against whom such indemnity may be sought
      (the "indemnifying party") in writing, but failure so to
      notify an indemnifying party shall not relieve such indemnifying party
      from any liability hereunder to the extent it is not materially prejudiced
      as a result thereof. The indemnifying party, upon written request of the
      indemnified party, shall retain counsel reasonably satisfactory to the
      indemnified party to represent the indemnified party and any others the
      indemnifying party may designate in such proceeding and shall pay the fees
      and disbursements of such counsel related to such proceeding. In any such
      proceeding, any indemnified party shall have the right to retain its own
      counsel, but the fees and expenses of such counsel shall be at the expense
      of such indemnified party unless (i) the indemnifying party and the
      indemnified party shall have mutually agreed to the retention to such
      counsel, (ii) the named parties to any such proceeding (including any
      impleaded parties) include both the indemnifying party and the indemnified
      party and representation of both parties by the same counsel would be
      inappropriate due to actual or potential differing interests between them,
      or (iii) the indemnifying party shall not have employed counsel reasonably
      satisfactory to the indemnified party to represent the indemnified party
      within a reasonable time after notice of commencement of the action. It is
      understood that the indemnifying party shall not, in respect of the legal
      expenses of any indemnified party in connection with any proceeding or
      related proceedings in the same jurisdiction, be liable for the reasonable
      fees and expenses of more than one separate firm (in addition to any local
      counsel) for all indemnified parties under Section 5.1 or 5.2 hereof who
      are parties to such proceeding or proceedings, and that all such fees and
      expenses shall be reimbursed as they are incurred. The indemnifying party
      shall not be liable for any settlement of any proceeding effected without
      its written consent, but if settled with such consent or if there be a
      final judgment for the plaintiff, the indemnifying party agrees to
      indemnify the indemnified party from and against any loss or liability by
      reason of such settlement or judgment. No indemnifying party shall,
      without the prior written consent of the indemnified party, effect any
      settlement of any pending or threatened proceeding in respect of which any
      indemnified party is or could have been a party and indemnity could have
      been sought hereunder by such indemnified party, unless such settlement
      includes an unconditional release of such indemnified party from all
      liability on claims that are the subject matter of such proceeding.
	Contribution. If the indemnification provided for in this Section
      5 is unavailable (other than by reason of the exceptions set forth herein)
      to an indemnified party under Section 5.1 or 5.2 hereof in respect of any
      Losses or is insufficient to hold such indemnified party harmless, then
      each applicable indemnifying party, in lieu of indemnifying such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as a result of such Losses, (i) in such proportion as is
      appropriate to reflect the relative benefits received by the indemnifying
      party or parties on the one hand and the indemnified party or parties on
      the other hand or (ii) if the allocation provided by clause (i) above is
      not permitted by applicable law, in such proportion as is appropriate to
      reflect not only the relative benefits referred to in clause (i) above but
      also the relative fault of the indemnifying party or parties on the one
      hand and of the indemnified party or parties on the other hand in
      connection with the statements or omissions that resulted in such Losses,
      as well as any other relevant equitable considerations. Benefits received
      by the Company shall be deemed to be equal to the total net proceeds from
      the sale of the Shares and Debentures pursuant to the Purchase Agreement.
      Benefits received by the Holders shall be deemed to be equal to the value
      of receiving the Common Stock registered under the Securities Act. The
      relative fault of the Holders on the one hand and the Company on the other
      hand shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or the omission or
      alleged omission to state a material fact relates to information supplied
      by the Holders or by the Company and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The Holders' respective obligations to
      contribute pursuant to this paragraph are several in proportion to the
      respective number of Registrable Securities they have sold pursuant to a
      Registration Statement, and not joint.


  The parties hereto agree that it would not be just and equitable if
  contribution pursuant to this Section 5.4 were determined by pro rata
  allocation or by any other method or allocation that does not take into
  account the equitable considerations referred to in the immediately preceding
  paragraph. The amount paid or payable by an indemnified party as a result of
  the Losses referred to in the immediately preceding paragraph shall be deemed
  to include, subject to the limitations set forth above, any legal or other
  expenses reasonably incurred by such indemnified party in connection with
  investigating or defending any such action or claim. Notwithstanding this
  Section 5.4, an indemnifying party that is a Selling Holder of Registrable
  Securities shall not be required to contribute any amount in excess of the net
  amount received by the Selling Holder from the sale of Registrable Securities
  to which the Loss relates exceeds the amount of any damages which such
  indemnifying party has otherwise been required to pay by reason of such untrue
  or alleged untrue statement or omission or alleged omission. No person guilty
  of fraudulent misrepresentation (within the meaning of Section 11(f) of the
  Securities Act) shall be entitled to contribution from any person who was not
  guilty of such fraudulent misrepresentation.

  The indemnity, contribution and expense reimbursement obligations of the
  Company hereunder shall be in addition to any liability the Company may
  otherwise have hereunder, under the Purchase Agreement or otherwise.

  The indemnity and contribution provisions contained in this Section 5 shall
  remain operative and in full force and effect regardless of (i) any
  termination of this Agreement, (ii) any investigation made by or on behalf of
  any Holder or any person controlling any Holder, or the Company, its officers
  or directors or any person controlling the Company and (iii) the sale of any
  Registrable Securities by any Holder.

  	INFORMATION REQUIREMENTS.

	The Company shall file the reports required to be filed by it under the
      Securities Act and the Exchange Act, and if at any time the Company is not
      required to file such reports, it will, upon the request of any Holder of
      Registrable Securities, promptly make publicly available other information
      so long as necessary to permit sales pursuant to Rule 144 under the
      Securities Act or any similar rule or regulation hereafter adopted by the
      SEC. The Company further covenants that it will cooperate with any Holder
      of Registrable Securities and take such further reasonable action as any
      Holder of Registrable Securities may reasonably request (including,
      without limitation, making such reasonable representations as any such
      Holder may reasonably request), all to the extent required from time to
      time to enable such Holder to sell Registrable Securities without
      registration under the Securities Act within the limitation of the
      exemptions provided by Rule 144 under the Securities Act. Notwithstanding
      the foregoing, nothing in this Section 6.1 shall be deemed to require the
      Company to register any of its securities under any section of the
      Exchange Act.
	The Company shall file the reports required to be filed by it under the
      Exchange Act and shall comply with all other requirements set forth in the
      instructions to the appropriate SEC Registration Statement form permitting
      registration of the Registrable Securities for resale by the Holders
      thereof in the manner or manners designated by them.


  	MISCELLANEOUS.

	Remedies. In the event of a breach by the Company of its
      obligations under this Agreement, each Holder of Registrable Securities,
      in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, will be entitled to specific performance of
      its rights under this Agreement. The Company agrees that monetary damages
      would not be adequate compensation for any loss incurred by reason or a
      breach by it of any of the provisions of this Agreement and hereby further
      agrees that, in the event of any action for specific performance in
      respect of such breach, it shall waive the defense that a remedy at law
      would be adequate.
	No Conflicting Agreements. The Company has not entered, as of the
      date hereof and shall not, on or after the date of this Agreement, enter
      into any agreement with respect to its securities which conflicts with the
      rights granted to the Holders of Registrable Securities in this Agreement.
      The Company represents and warrants that the rights granted to the Holders
      of Registrable Securities hereunder do not in any way conflict with the
      rights granted to the holders of the Company's securities under any other
      agreements.
	Amendments and Waivers. The provisions of this Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented, and waivers or consents to departures from the provisions
      hereof may not be given, unless the Company has obtained the written
      consent of Holders of a Majority of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart
      from the provisions hereof with respect to a matter that relates
      exclusively to the rights of holders of Registrable Securities whose
      securities are being sold pursuant to a Registration Statement and that
      does not directly or indirectly affect the rights of other Holders of
      Registrable Securities may be given by Holders of at least a majority of
      the Registrable Securities being sold by such Holders; provided, that the
      provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding
      sentence.
	Notices. All notices and other communications provided for or
      permitted hereunder shall be made in writing and shall be deemed given (i)
      when made, if made by hand delivery, (ii) upon confirmation, if made by
      telecopier or (iii) one business day after being deposited with a
      reputable next-day courier, postage prepaid, to the parties as follows:

(x) if to a holder of Registrable Securities, at the most current address
    given by such holder to the Company in accordance with the provisions of
    Section 7.5, with a copy to James J. Marino, Esq., Dechert, Princeton Pike
    Corporate Center, P.O. Box 5218, Princeton, NJ 08543;

    and

    (y) if to the Company, to:

    Napro BioTherapeutics, Inc.

    6304 Spine Road, Unit A

    Boulder, CO 80301

    Attn.: Chief Financial Officer

    Telecopy No.: (303) 530-1296

    with a copy to:

    Cooley Godward LLP

    380 Interlocken Crescent, Suite 900

    Broomfield, Colorado 80021

    Attention: Francis R. Wheeler

    Telecopy No.: (720) 566-4099

    or to such other address as such person may have furnished to the other
    persons identified in this Section 7.4 in writing in accordance herewith.

    	Owner of Registrable Securities. The Company will maintain, or
      will cause its registrar and transfer agent to maintain, a register with
      respect to the Registrable Securities in which all transfers of
      Registrable Securities of which the Company has received notice will be
      recorded. The Company may deem and treat the person in whose name
      Registrable Securities are registered in such register of the Company as
      the owner thereof for all purposes, including, without limitation, the
      giving of notices under this Agreement.
	Approval of Holders. Whenever the consent or approval of Holders
      of a specified percentage of Registrable Securities is required hereunder,
      Registrable Securities held by the Company or its affiliates (as such term
      is defined in Rule 405 under the Securities Act) (other than the Investors
      or subsequent holders of Registrable Securities if such subsequent holders
      are deemed to be such affiliates solely by reason of their holdings of
      such Registrable Securities) shall not be counted in determining whether
      such consent or approval was given by the Holders of such required
      percentage.
	Successors and Assigns. The Agreement shall inure to the benefit
      of and be binding upon the successors and assigns of each of the parties
      and shall inure to the benefit of and be binding upon each holder of any
      Registrable Securities.
	Counterparts. This Agreement may be executed in any number of
      counterparts and by the parties hereto in separate counterparts, each of
      which when so executed shall be deemed to be original and all of which
      taken together shall constitute one and the same agreement.
	Headings. The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.
	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.
	Severability. If any term, provision, covenant or restriction of
      this Agreement is held to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth
      herein shall remain in full force and effect, and shall in no way be
      affected, impaired or invalidated thereby, and the parties hereto shall
      use their best efforts to find and employ an alternative means to achieve
      the same or substantially the same result as that contemplated by such
      term, provision, covenant or restriction. It is hereby stipulated and
      declared to be the intention of the parties that they would have executed
      the remaining terms, provisions, covenants and restrictions without
      including any such term, provision, covenant or restriction that may be
      hereafter declared invalid, illegal, void or unenforceable.
	Entire Agreement. This Agreement is intended by the parties as a
      final expression of their agreement and is intended to be a complete and
      exclusive statement of the agreement and understanding of the parties
      hereto in respect of the subject matter contained herein. Except as
      provided in the Purchase Agreement, there are no restrictions, promises,
      warranties or undertakings, other than those set forth or referred to
      herein, with respect to the registration rights granted by the Company
      with respect to the securities sold pursuant to the Purchase Agreement.
      This Agreement supersedes all prior agreements and understandings among
      the parties with respect to such subject matter.
	Further Assurances. Each of the parties hereto shall use all
      reasonable efforts to take, or cause to be taken, all appropriate action,
      do or cause to be done all things reasonably necessary, proper or
      advisable under applicable law, and execute and deliver such documents and
      other papers, as may be required to carry out the provisions of this
      Agreement and the other documents contemplated hereby and consummate the
      make effective the transactions contemplated hereby.
	Termination. This Agreement and the obligations of the parties
      hereunder shall terminate upon the end of the Effectiveness Period, except
      for any liabilities or obligations under Sections 4 or 5 hereof, each of
      which shall remain in effect in accordance with their terms.


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IN WITNESS WHEREOF, the parties have executed this REGISTRATION RIGHTS
AGREEMENT as of the date first written above.


COMPANY:

NAPRO BIOTHERAPEUTICS, INC.


By: /s/

Name: Gordon Link

Title: Vice President and Chief Financial Officer

 


INVESTORS:

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

 


TL VENTURES V INTERFUND L.P.


By: TL Ventures V LLC,

its general partner

By: /s/

Name: Robert E. Kieth, Jr.

Title: Managing Director