Exhibit 10.10

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into effective as of this 22nd day of May, 2003 (the "Effective Date"), by and between NaPro
BioTherapeutics, Inc., a Delaware corporation (the "Company"), and James D. McChesney, Ph.D. ("Executive"). Certain capitalized terms used in this Agreement have the meaning set forth in
Paragraph 17 of this Agreement.

RECITALS

A.    WHEREAS,
Executive is currently employed by the Company pursuant to an Employment Agreement dated October 1, 2001; and

B.    WHEREAS,
the Company and Executive desire to amend the terms of the Employment Agreement.

TERMS AND CONDITIONS

In consideration of the respective covenants and agreements of the parties contained in this Agreement, the parties agree as follows:

1.Employment Services.The Company hereby agrees to engage Executive, and Executive hereby agrees to
perform services for the Company, on the terms and conditions set forth in this Agreement. During the Employment Period (as defined below), the Company and Executive agree that Executive will serve as
an executive officer of the Company in the position of Vice President, Natural Products Chemistry with the duties, responsibilities and authority as set forth on Schedule A, or will have such
other executive title and such other executive duties, responsibilities and authority as Executive and the Company may agree upon from time to time, and will perform such services of an executive and
administrative character to the Company and its present or future Subsidiaries consistent with the duties of the Company's other executive officers, as the Company's Board of Directors (the "Board")
may from time to time direct (the "Employment Services") or the Bylaws of the Company may provide. The Employment Services shall commence on the Effective Date of this Agreement, and terminate as
provided in Paragraph 6 (the "Employment Period").

2.Performance.



3.Compensation.



4.Reimbursement for Expenses.The Company shall promptly reimburse Executive for all reasonable
out-of-pocket expenses incurred by him in the course of performing his duties under this Agreement, subject to the Company's reasonable requirements with respect to reporting
and documentation of such expenses.

5.Benefits.Executive shall be entitled to all fringe benefits offered by the Company and to
participate in all of the Company's employee benefit programs both on the same basis as available to executives of the Company, and shall be entitled to such other benefits as may from time to time be
made available to Executive. The Company shall use commercially reasonable best efforts to obtain and keep directors' and officers' liability insurance coverage in effect in an amount equivalent to
that of a well-insured, similarly-situated company; provided, however, that the failure to obtain and keep such insurance in effect after the Company has exercised such commercially
reasonable best efforts shall not be a breach of the Company's obligations under this Agreement.

6.Term and Termination.



7.Notice of Certain Termination.In the event that either (i) the Company shall terminate
Executive for Cause or (ii) Executive shall terminate for Good Reason, then any such termination shall be communicated by written notice to the other party hereto. Any such notice shall specify
(x) the effective date of termination of the Employment Period, which, except as otherwise provided in Paragraph 6(f), shall not be more than 30 days after the date the notice is
delivered (the "Termination Effective Date") and (y) in reasonable detail the facts and circumstances underlying a determination that the termination is for Cause or for Good Reason, as the
case may be. If within 15 days after any notice of termination of Executive for Cause by the Company is given, or if within 15 days after the Company's 30 day cure period under
Paragraph 6(f) has expired, the party receiving such notice notifies the other party that a good faith dispute exists concerning the characterization of the termination, the Termination
Effective Date shall be the date on which such dispute is finally resolved either by written agreement of the parties or by binding arbitration conducted pursuant to the rules of the American
Arbitration Association. Notwithstanding the pendency of any such dispute, the Company shall continue Executive and Executive's dependents as participants in all medical, dental and any other health
insurance, life insurance, accidental death and dismemberment insurance and disability protection plans of the Company in which Executive and Executive's dependents were participating when the notice
giving rise to the dispute was given, until the dispute is finally resolved. Benefits provided under this Paragraph 7 are in addition to all other amounts due under this Agreement and shall not
be offset against, or reduce any other amounts due under, this Agreement.

8.Insurance.The Company may, at its election and for its benefit, insure Executive against
accidental death, and Executive shall submit to such physical examination and supply such information as may be required in connection therewith.

9.Non-disclosure of Confidential Information.



10.Company Ownership of Intellectual Property.Executive hereby assigns to the Company all right,
title and interest in and to all Intellectual Property (as defined in Paragraph 17) contributed to or conceived or made by Executive during the Employment Period and prior to the Employment
Period during the period Executive was employed by or engaged in research or development activities for or with the Company or its predecessors and affiliates (whether alone or jointly with others) to
the extent such Intellectual Property is not owned by the Company as a matter of law. Executive shall promptly and fully communicate to the Company all Intellectual Property conceived, contributed to
or made by Executive and shall cooperate with the Company to protect the Company's interests in such Intellectual Property including, without limitation, providing assistance in securing patent
protection and copyright registrations and signing all documents reasonably requested by the Company, even if such request occurs after the Employment Period. The Company shall pay Executive's
reasonable expenses of cooperating with the Company in protecting the Company's interests in such Intellectual Property unless the subject matter of the requested cooperation is related to actions
taken or failed to be taken by Executive wrongfully or otherwise not in good faith.

11.Executive's Rights.Paragraph 10 of this Agreement does not apply to an invention for
which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on Executive's own time, unless (a) the invention relates
(i) to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated material research or development, or (b) the invention results from any work
performed by Executive for the Company.

12.Return of Materials.Upon Termination of the Employment Period, or at any time reasonable
requested by the Company, Executive shall promptly deliver to the Company all copies of Confidential Information in Executive's possession and control, including written records, manuals, lab
notebooks, customer and supplier lists and all other materials containing any Confidential Information. If the Company requests, Executive shall provide written confirmation that Executive has
returned all such materials. Subject to the provisions of this Agreement, including, without limitation, Paragraph 11, notwithstanding anything in this Agreement to the contrary, upon
termination of the Employment Period, the Company, at Executive's request, shall promptly return to Executive any equipment or other materials owned by Executive then being used by or then in the
possession of the Company.

13.Non-Competition.Executive acknowledges and agrees that Executive is considered to be
part of the professional, managerial and executive staff of the Company whose duties include the formulation and execution of management policy, and that in the course of Executive's duties, Executive
is


permitted access to Intellectual Property, which includes, among other things, trade secrets of the Company that the Company seeks to protect from dissemination and disclosure. Executive acknowledges
and agrees that during the Employment Period and for a period of five years thereafter (the "Non-compete Period"), Executive will not, without the prior written consent of the
Company, directly or indirectly, provide products or services substantially similar to the Employment Services to any business or entity that provides or offers or demonstrably plans to provide or
offer, products or services that (i) are the same as or substantially similar to the products or services provided by the Company at any time during the Employment Period, (ii) relate to
the Company's Intellectual Property (whether the Company acquired such Intellectual Property pursuant to this Agreement or otherwise), or (iii) relate to any subject matter of the Company's
actual or demonstrably anticipated material research and development during the Employment Period, including without limitation, taxol, taxanes and any other compounds, within any geographical area in
which the Company or any of its subsidiaries provide or plan to provide such products or services.

14.Non-Solicitation.Executive acknowledges and agrees that during the
Non-compete Period, Executive will not (a) solicit, induce or attempt to induce, directly or indirectly, any employee of the Company to leave the employment of the Company to work
for Executive or for any other person, firm or corporation or (b) hire any employee of the Company.

15.Acknowledgment of Reasonableness.Executive acknowledges and agrees that the limitations set
forth in Paragraphs 13 and 14 are reasonable with respect to scope, duration and geographic area and are properly required for the protection of the legitimate business interest of the Company.

16.Further Assistance.During the Non-compete Period, Executive will not make any
disclosure or other communication to any person, issue any public statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to
discourage any persons from doing business with the Company or otherwise have a negative impact or adverse effect on the Company, except to the extent such disclosure is required by law. During the
Non-compete Period, Executive will provide assistance reasonably requested by the Company in connection with actions taken by Executive during the Employment Period, including but not
limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the Employment Period, provided that the Company shall reimburse all reasonable
expenses (including without limitation, reasonable loss of compensation from other sources resulting from such assistance during normal business hours).

17.Certain Definitions.



18.Executive Representations. Executive hereby represents and warrants to the Company that (a) the execution,
delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to
which Executive is a party or by which he is bound, and (b) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of
Executive, enforceable in accordance with its terms.

19.Company Representations. The Company hereby represents and warrants to Executive that (a) the execution, delivery
and performance of this Agreement by the Company does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which
Company is a party or by which it is bound, and (b) upon the execution and delivery of this Agreement by Executive, this Agreement shall be the valid and binding obligation of the Company,
enforceable in accordance with its terms.

20.Severability and Modification. If any provision of this Agreement shall be held or declared to be illegal, invalid or
unenforceable, such illegal, invalid or unenforceable provision shall not affect any other provision of this Agreement, and the remainder of this Agreement shall continue in full force and effect as
though such provision had not been contained in this Agreement. If the scope of any provision in this Agreement is found to be broad to permit enforcement of such provision to its full extent,
Executive consents to judicial modification of such provision and enforcement to the maximum extent permitted by law.

21.Notices. Except as otherwise expressly set forth in this Agreement, all notices, requests and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be given (and, except as otherwise provided in this Agreement, shall be deemed to have been duly
given if so given) when delivered if given in person or by telegram, three days after being mailed by first class registered or certified mail, return receipt requested, postage prepaid, or one
day after being sent prepaid via reputable overnight courier to the parties at the following addresses (or such other address as shall be furnished in writing by like notice; provided,however, that notice of change of address shall be effective only upon receipt):

Notices to Executive



Notices to Company



22.Entire Agreement.This Agreement contains the entire agreement between parties with respect to
the subject matter hereof and supersedes any previous understandings or agreements, whether written or oral, regarding such subject matter.

23.Governing Law.All questions concerning the construction, validity and interpretations of this
Agreement will be governed by the internal law, and not the law of conflicts, of the State of Colorado.

24.Survival.Paragraphs 6, 9, 10, 11, 12, 13, 14 and 16 and any other provision of this Agreement
which by its terms could survive termination of the Employment Period shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.

25.Counterparts.This Agreement may be executed in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same agreement.

26.Successors and Assigns.This Agreement is intended to bind and inure to the benefit of and be
enforceable by Executive, the Company and their respective successors and assigns; provided that in no event shall Executive's obligations under this Agreement be delegated or transferred by
Executive, nor shall Executive's rights be subject to encumbrance or to the claims of Executive's creditors. This Agreement is for the sole benefit of the parties hereto and shall not create any
rights in third parties other than Executive's spouse or beneficiary as expressly set forth herein.

27.Remedies.Except as otherwise provided in this Agreement, (i) each of the parties to this
Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights to
which it may be entitled and (ii) disputes under this Agreement not finally resolved in writing by the parties within sixty days after one party gives notice in good faith to the other
party that a bona fide dispute exists shall be resolved pursuant to binding arbitration conducted in Denver, Colorado in accordance with the rules of the American Arbitration Association. The
prevailing party in any such arbitration shall be entitled to have its costs and expenses (including reasonable attorney's fees and expenses) relating to such arbitration paid by the other party if
the arbitrator(s) conducting such arbitration so determine. Notwithstanding the foregoing, the parties agree and acknowledge that money damages may not be an adequate remedy for breach of the
provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement. The prevailing party in any suit shall be entitled to recover reasonable attorneys fees and costs from the other party.

28.Modifications and Waivers.No provision of this Agreement may be modified, altered or amended
except by an instrument in writing executed by the parties hereto. No waiver by either party hereto of any breach by the other party hereto of any term or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar terms or provisions at the time or at any prior or subsequent time.

29.Headings.The headings contained herein are solely for the purpose of reference, are not part of
this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.

30.Notification of Subsequent Employer.Executive agrees that the Company may present a copy of this
Agreement to any third party.

31.UNDERSTAND AGREEMENT.EXECUTIVE REPRESENTS AND WARRANTS THAT (a) EXECUTIVE HAS READ AND
UNDERSTOOD EACH AND EVERY PROVISION OF THIS AGREEMENT, (b) EXECUTIVE HAS HAD THE OPPORTUNITY TO OBTAIN ADVICE FROM LEGAL COUNSEL OF EXECUTIVE'S CHOICE, OTHER THAN COUNSEL TO THE COMPANY (WHO IS
NOT REPRESENTING THE EXECUTIVE), IN ORDER TO INTERPRET ANY AND ALL PROVISIONS OF THIS AGREEMENT, (c) EXECUTIVE HAS HAD THE OPPORTUNITY TO ASK THE COMPANY QUESTIONS ABOUT THIS AGREEMENT AND ANY
OF SUCH QUESTIONS EXECUTIVE HAS ASKED HAVE BEEN ANSWERED TO EXECUTIVE'S SATISFACTION, AND (d) EXECUTIVE HAS BEEN GIVEN A COPY OF THIS AGREEMENT.

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

| |  | EXECUTIVE                  
| |  | ---------------------------
| |  | By:                        
| |  | NAPRO BIOTHERAPEUTICS, INC.
| |  | By:                        



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