Exhibit 10.15


                               EUROPEAN AGREEMENT


         THIS AGREEMENT (the "European Agreement"), is made as of this 2nd day
of March, 2001 (the "Effective Date") between NAPRO BIOTHERAPEUTICS, INC., a
corporation organized under the laws of the State of Delaware with its principal
place of business at 6304 Spine Road, Unit A, Boulder, Colorado 80301, United
States of America, and CENTRAL LABORATORIES, LIMITED a corporation organized
under the laws of Ireland with an address Unit 31A, Ravensrock Road, Sandyford
Industrial Estate, Foxrock, Dublin 18 Ireland.


                                    RECITALS:

         WHEREAS, NaPro and F.H. Faulding & Co., Ltd. (a Faulding Affiliate)
have entered into an Amended and Restated Master Agreement as of the 5th day of
June, 2000 which relates to the manufacture and distribution of paclitaxel in
certain territories (the "Master Agreement");

         WHEREAS, the parties wish to expand their cooperation and activities
into certain territories not covered in the Master Agreement;

         WHEREAS, the parties deem it advisable to enter into this European
Agreement to govern the parties' activities with respect to the Field in the
European Territory (as such terms are defined below). The parties wish to leave
the Master Agreement in place to govern the parties' activities with respect to
territories other than the European Territory.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby enter into this
European Agreement, as follows:


1                          DEFINITIONS

         1.1 In this European Agreement, the following terms when used with
         initial capital letters shall have the meanings set forth below:

                  "Affiliate" shall mean with respect to a Person, any other
                  person controlling, controlled by or under common control with
                  such Person.

                  "Annual Forecast" shall have the meaning set forth in Section
                  3.10.1.

                  "Commercial Use" shall mean use of a Formulated Product in a
                  particular country in the European Territory for alleviating
                  or curing a cancer indication in humans, once Registration has
                  been obtained in that country for that indication.

                  "Compassionate Use" shall mean use of a Formulated Product in
                  a particular country in the European Territory for alleviating
                  or curing a cancer indication in humans, prior to Registration
                  of that product in that country for that indication (e.g.
                  named patient sales).

                  "Confidential Information" shall have the meaning set forth in
                  Article 7.

                  "Dollars or $" shall mean U.S. Dollars.

                  "European Territory" shall mean the countries listed on
                  Exhibit A attached hereto.

                  "Ex works" shall mean such delivery term as defined in the
                  current edition of the International Chamber of Commerce
                  publication "Incoterms."

                  "Faulding" shall mean Central Laboratories, Limited, a
                  corporation organized under the laws of Ireland, and its
                  Affiliates.

                  "Faulding Trademark(s)" shall mean one or more trademarks,
                  trade names, or service marks that are owned or licensed by or
                  on behalf of Faulding which Faulding may use from time to time
                  in connection with the sale or promotion of the Formulated
                  Product.

                  "Field" shall mean the development, manufacture, import, use,
                  marketing, promotion, offer for sale, sale and distribution of
                  Formulated Product.

                  "Formulated Product" shall mean [THIS PORTION HAS BEEN
                  REDACTED]

                  [THIS PORTION HAS BEEN REDACTED]

                  "GMP" shall mean good pharmaceutical manufacturing practice as
                  required by any governmental authority in any country in the
                  European Territory whose approval of Product is required.

                  "IVAX Agreement" shall mean that certain Termination Agreement
                  between Baker Norton Pharmaceuticals, Inc., a division of IVAX
                  Corporation, dated as of March 20, 1998.

                  "Loss" shall mean all loss, damage, cost and expense,
                  including reasonable attorney's fees.

                  "Major Market" shall mean [THIS PORTION HAS BEEN REDACTED]

                  "Master Agreement" shall have the meaning set forth in the
                  Recitals.

                  "NaPro" shall mean NaPro Biotherapeutics, Inc., a corporation
                  organized under the laws of the State of Delaware, and its
                  Affiliates.

                   "NaPro Patents" shall mean [THIS PORTION HAS BEEN REDACTED]

                   "Net Sales Price" shall mean [THIS PORTION HAS BEEN REDACTED]

                  "Paclitaxel" shall mean the chemical entity of the formula set
                  forth in Exhibit C.

                  "Person" shall mean any company, corporation, partnership,
                  trust, or any other legal entity.

                  "Product" shall mean Paclitaxel as specified in Exhibit D, as
                  may be amended by written mutual agreement from time to time,
                  and manufactured according to, without limitation, the
                  Specifications, the Registration and GMP.

                  "Registration" shall mean the final approval of registrations
                  and permits required by applicable government and regulatory
                  authorities in a particular country in the European Territory
                  to import into and market, sell and distribute Formulated
                  Product for human use to the general public or any part
                  thereof in that country. Registration shall not include
                  agreement on pricing with appropriate authorities.

                  "Rejection" shall mean:

                  (a) in the case of an application for Registration in a
                  particular country:

                           (i)      the classification of such application as
                  "not approvable" or "not approved",
                                    or

                           (ii)     any formal suspension of consideration of
                  the application; and

                  (b) in the case of a product for which a Registration has been
                  obtained in a particular country, the suspension, cancellation
                  or non-renewal of the Registration.

                  "Safety Stock" shall have the meaning set forth in Section
                  3.5.3.

                  "Section 3.1 Obligations" shall mean the obligations of
                  Faulding pursuant to Sections 3.1.1, 3.1.2.1, and Section
                  3.1.3, collectively.

                  "Specification" shall mean the specification for the Product
                  set forth in Exhibit D and the Registrations, as such
                  specification may be amended from time to time, either by
                  mutual agreement of the parties or in response to directives
                  issued by a relevant governmental authority in connection with
                  the Registration or marketing of the Formulated Product in a
                  particular jurisdiction. All Product supplied by NaPro shall
                  be manufactured according to GMP.

                  "Target Market Share" shall mean [THIS PORTION HAS BEEN
                  REDACTED]

2                          Master Agreement; TERM; Licensing Fee

         2.1 Survival of the Master Agreement. This European Agreement shall
         govern the relationship, obligations, limitations, and rights of the
         parties solely with respect to the Field and the European Territory and
         the transactions contemplated hereunder. The Master Agreement shall
         govern the relationship, obligations, limitations, and rights of the
         parties with respect to territories other than the European Territory
         and outside the Field and other transactions not contemplated
         hereunder; provided that in the event of any conflict between the terms
         and conditions of this European Agreement and the terms and conditions
         of the Master Agreement, the terms and conditions of this European
         Agreement shall govern and control with respect to the European
         Territory, and the Master Agreement shall govern and control with
         respect to territories set forth therein.

         2.2 Term. This European Agreement shall commence on the Effective Date
         and shall continue, unless terminated earlier pursuant to the terms of
         this European Agreement, for an initial period until March 22, 2013.
         Thereafter, this European Agreement shall continue from year to year,
         unless terminated on the anniversary thereof by one party giving
         written notice to the other party at least one hundred and eighty (180)
         days prior to the expiration of the initial term or any subsequent one
         (1) year term.

         2.3 Grant of Rights. NaPro hereby grants to Faulding the exclusive
         (such exclusivity limited as set forth herein) license and right (with
         the right to sublicense) to, directly or indirectly, develop,
         manufacture, import, use, market, promote, offer to sell, sell and
         distribute Formulated Product in the European Territory in accordance
         with the terms and conditions of this European Agreement.

         2.4 Licensing Fee. Within ten (10) business days of the Effective Date,
         Faulding shall pay to NaPro a license fee of seven million, five
         hundred thousand dollars (US$7,5000,000).[THIS PORTION HAS BEEN
         REDACTED] In the event NaPro does not obtain registration [THIS PORTION
         HAS BEEN REDACTED] NaPro shall pay Faulding the sum of [THIS PORTION
         HAS BEEN REDACTED]. In no event shall NaPro be obligated to pay
         Faulding pursuant to this Section 2.4 and/or Section 5.6 below, in
         excess of [THIS PORTION HAS BEEN REDACTED] .

3        Certain Obligations

         3.1      Requirements and Exclusivity.

                  3.1.1 Subject to the terms and conditions of this European
                  Agreement, (a) NaPro shall provide, supply and sell Paclitaxel
                  exclusively to Faulding for use in the Field within the
                  European Territory, and to no other Person, and (b) Faulding
                  shall purchase all of its requirements of Paclitaxel
                  exclusively from NaPro for use in the Field within the
                  European Territory and from no other Person.

                  3.1.2 To the extent such obligations are in accordance with
                  applicable law, NaPro shall prohibit any Person with whom
                  NaPro has supply agreements or arrangements or licenses, or
                  other agreements relating to Paclitaxel from, directly or
                  indirectly, making any use of or selling (including, without
                  limitation, research, developmental and/or commercial use,
                  sale and/or supply) any product containing Paclitaxel in the
                  European Territory in the Field, or from assisting any person
                  or entity in doing so. [THIS PORTION HAS BEEN REDACTED].

                                     3.1.2.1  [THIS PORTION HAS BEEN REDACTED].

                                     3.1.2.2  Without NaPro's prior written
                                              consent, Faulding shall not use
                                              any NaPro Confidential
                                              Information except for use in
                                              the Field in the European
                                              Territory pursuant to and
                                              during the term of this
                                              European Agreement.

                  3.1.3  [THIS PORTION HAS BEEN REDACTED]

         3.2      Notwithstanding anything contained in this European Agreement
to the contrary:

                        3.2.1   if NaPro has failed to obtain Registration for
the [THIS PORTION HAS BEEN REDACTED].

                        3.2.2   in the event that [THIS PORTION HAS BEEN
REDACTED].

                        3.2.3     if NaPro does not diligently and actively
pursue procurement of Registration, or does not achieve meaningful progress in
its attempts to obtain Registration, in any country in the European Territory
for which NaPro has the responsibility for obtaining Registration;

                          then

                                   (a)      [THIS PORTION HAS BEEN REDACTED]

                                   (b)       [THIS PORTION HAS BEEN REDACTED]

             3.3.     [THIS PORTION HAS BEEN REDACTED]

                       3.3.1        [THIS PORTION HAS BEEN REDACTED]

                       3.3.2        [THIS PORTION HAS BEEN REDACTED]

         3.5      NaPro's Supply Obligations

                  3.5.1 Provided that Faulding has provided to NaPro the
                  forecasts required pursuant to Section 3.10.1 within [THIS
                  PORTION HAS BEEN REDACTED] of the dates set forth therein and
                  provided that the amounts reflected in the Annual Forecast do
                  not vary by more than [THIS PORTION HAS BEEN REDACTED]from the
                  amounts in the updated interim forecasts, NaPro shall supply
                  Faulding with the amount of Product specified by Faulding in
                  the Annual Forecast, no later than [THIS PORTION HAS BEEN
                  REDACTED] after the dates requested by Faulding, and shall use
                  its reasonable commercial efforts to supply such Product
                  according to Faulding's requested delivery schedule and in any
                  event not later than thirty days from the date specified in
                  such delivery schedule. Subject to Faulding meeting its
                  forecasting obligations as set forth above, NaPro shall be
                  required to supply Faulding with all of Faulding's
                  requirements of Product. Upon receipt of each quarterly
                  forecast from Faulding, the parties shall confer and use their
                  best efforts to determine whether or not NaPro will be able to
                  supply Faulding with the amounts of Product in the various
                  countries within the European Territory throughout the twelve
                  month period covered by the forecast. NaPro shall promptly
                  advise Faulding in writing if at any time during the term of
                  this European Agreement, NaPro believes that it will be unable
                  to supply Faulding with Product which Faulding has forecasted
                  for any use in any country or countries in the European
                  Territory, specifying the amount of Product that it will be
                  unable to supply.

                  3.5.2 Beginning with the Product to be delivered by NaPro
                  after [THIS PORTION HAS BEEN REDACTED] that Faulding has
                  specified in any of its purchase orders or shipping schedules
                  to be used in any country or countries in the European
                  Territory, if NaPro

                                        (a) advises Faulding in writing, as set
                  forth above, that it will not be able to  supply Product for
                  such country, or

                                        (b) fails to supply Faulding with
                  Product within [THIS PORTION HAS BEEN REDACTED] after the date
                  specified by Faulding in its shipping schedule, then:

provided that Faulding has submitted to NaPro the forecasts required pursuant to
Section 3.10.1 within seven (7) days of the dates set forth therein, and
provided that the amounts reflected in the Annual Forecast do not vary by more
than [THIS PORTION HAS BEEN REDACTED]rom the amounts in the updated interim
forecasts, NaPro shall pay to Faulding (as liquidated damages for failure to
supply) an amount equal to [THIS PORTION HAS BEEN REDACTED]

                  3.5.3 NaPro shall maintain a Safety Stock of the Product at a
                  facility or facilities of Faulding designated by Faulding
                  within six month's of the commercial launch of the Formulated
                  Product in each country in the European Territory. If NaPro
                  controls such facilities then NaPro shall bear the risk of
                  loss with respect to such Safety Stock; and if Faulding
                  controls such facilities then Faulding shall bear the risk of
                  loss with respect to such Safety Stock. NaPro or Faulding, as
                  the case may be, shall use the same standard of care with
                  respect to the Safety Stock as it uses with its own inventory.
                  [THIS PORTION HAS BEEN REDACTED]. To the extent the Safety
                  Stock falls below the minimum level set forth above, Faulding
                  shall notify NaPro in writing and NaPro shall use diligent and
                  commercially reasonable efforts to replenish the Safety Stock
                  [THIS PORTION HAS BEEN REDACTED]. The initial purchase price
                  for such Safety Stock payable by Faulding to NaPro shall be
                  [THIS PORTION HAS BEEN REDACTED] If the quantity of such
                  Safety Stock is reduced by Faulding, through commercial sales
                  or other uses requiring payment to NaPro pursuant to Sections
                  3.7.1 or 3.8, then [THIS PORTION HAS BEEN REDACTED]

If NaPro determines that it will be unable to supply Product to Faulding then,
provided that Faulding has provided to NaPro the forecasts required pursuant to
Section 3.10.1 [THIS PORTION HAS BEEN REDACTED] of the dates set forth therein,
and provided that the amounts reflected in the Annual Forecast do not vary by
more than [THIS PORTION HAS BEEN REDACTED] from the amounts in the updated
interim forecasts, NaPro shall elect to either: (a) continue to pay Faulding the
liquidated damages as set forth in Section 3.5.2 above for any period in which
NaPro is unable to supply; or (b) transfer to Faulding NaPro's Registration
dossiers with respect to the Formulated Product in each country in the European
Territory that NaPro was unable to supply the Product, and [THIS PORTION HAS
BEEN REDACTED]. Such license terms between NaPro and Faulding for [THIS PORTION
HAS BEEN REDACTED] NaPro shall make the election set forth in subparagraph (b)
above by giving Faulding six months prior written notice, provided that NaPro
has complied with its obligations to provide Safety Stock pursuant to Section
3.5.3 hereof. If NaPro has not complied with its obligations to provide Safety
Stock, then the required notice period shall be extended by one month for each
month of safety stock inventory which NaPro failed to provide (to a maximum of
six months).

[THIS PORTION HAS BEEN REDACTED]

         3.7      Pricing.

                  3.7.1 The ex works Boulder (or other NaPro facility) price for
                  sale of Product from NaPro to Faulding for Commercial Use or
                  Compassionate Use shall be [THIS PORTION HAS BEEN REDACTED]

                  3.7.2 Notwithstanding the foregoing, if Faulding determines in
                  its reasonable judgment that the sales price of the Formulated
                  Product in the general market place in a Major Market has
                  fallen to such a level that it is no longer economically
                  viable to offer for sale and sell the Formulated Product to
                  customers in such Major Market based upon the price charged by
                  NaPro to Faulding for the Product, then upon written notice
                  from Faulding to NaPro, [THIS PORTION HAS BEEN REDACTED].

         3.8 Lost Product or Destroyed Product. The ex works Boulder (or other
         NaPro Facility) price for sale of Product to Faulding, which Product is
         used internally by Faulding, or which Faulding has lost, corrupted,
         contaminated or, due to Faulding's fault, destroyed or outdated, shall
         be [THIS PORTION HAS BEEN REDACTED]. NaPro shall, for a reasonable
         charge, use reasonable efforts to restore Product that Faulding has
         corrupted or contaminated so that such Product shall meet the
         Specifications.

         3.9 Invoice and Payment. NaPro shall invoice the Product upon delivery,
         and payment shall be due sixty (60) days following delivery. Payments
         shall be made by wire transfer to the account specified by NaPro from
         time to time.

         3.10     Supply Forecast, Orders and Allocation of Faulding Sales.

                  3.10.1 On [THIS PORTION HAS BEEN REDACTED] Faulding shall
                  provide NaPro with (i) a forecast of Product to be ordered for
                  delivery during the twelve (12) month period commencing on
                  [THIS PORTION HAS BEEN REDACTED]of that year (the "Annual
                  Forecast"), (ii) a good faith estimate of the amounts of
                  Product ordered to be used in each of the countries within the
                  European Territory and (iii) a good faith estimate of its Net
                  Sale Prices for sales in each country within the European
                  Territory for such period (the "Estimated Prices"). In
                  addition, by [THIS PORTION HAS BEEN REDACTED]f each calendar
                  year, Faulding shall issue to NaPro a firm purchase order for
                  the coming calendar quarter, together with its updated
                  forecast of Product to be ordered for the subsequent three (3)
                  calendar quarters. With each quarterly firm purchase order,
                  Faulding shall also submit its requested shipping schedule as
                  well as an update of its good faith estimates of the amounts
                  of Products ordered to be used in each of the countries within
                  the European Territory, as well as any Product anticipated to
                  be used internally, lost, or destroyed. Such forecast shall be
                  separate from that provided under the Master Agreement.

                  3.10.2 Except as set forth below, the forecast to be submitted
                  by Faulding shall not create a binding obligation on the part
                  of either party to this European Agreement.

                            3.10.2.1 Faulding shall be required to purchase a
                            minimum of [THIS PORTION HAS BEEN REDACTED]f that
                            amount specified by the Annual Forecast, provided
                            that NaPro is able to supply such amount.

                            3.10.2.2 NaPro shall use its commercially reasonable
                           efforts to supply all of Faulding's requirements of
                           Product according to Faulding's requested delivery
                           schedule, regardless of whether such Product
                           requirements were reflected in Faulding's current
                           forecast.

                  3.10.3 NaPro shall calculate the invoice price for each
                  quarterly order submitted by Faulding based on the forecast
                  allocations of sales and the Estimated Prices submitted by
                  Faulding. At the close of each period of twelve calendar
                  months ending on [THIS PORTION HAS BEEN REDACTED] Faulding
                  shall calculate the actual end use of Product supplied to
                  Faulding during such period and any prior period still
                  remaining to be determined, to the extent ascertained, on the
                  basis that the first Product to be supplied to Faulding is the
                  first to be sold and that Product is used internally, lost, or
                  destroyed after Product has first been sold. Faulding shall
                  also calculate the actual Faulding Net Sale Prices per gram
                  for Commercial Use sales during such twelve (12) month period.
                  Any under or overpayment detected by such calculation shall be
                  paid by May 31 of each year and verified as provided in
                  Section 3.10.4.

                  3.10.4 Faulding shall on an annual basis within sixty (60)
                  days after the end of the applicable twelve (12) month period
                  pursuant to Section 3.10.1, provide NaPro with a report on
                  sales of Formulated Product in each of the countries within
                  the European Territory as well as information on all
                  applicable Net Sale Prices in each of the countries within the
                  European Territory, and other information pertinent to the
                  loss, corruption, contamination, or destruction of Product.
                  NaPro shall have the right, at its cost, to hire an
                  independent accountant reasonably satisfactory to Faulding and
                  subject to the confidentiality provisions hereunder, which
                  accountant may, upon reasonable notice to Faulding and during
                  normal business hours no more than once in any twelve month
                  period, review Faulding's books and records relating to price
                  or payments made pursuant to this European Agreement solely to
                  verify the reports provided by Faulding to NaPro as described
                  in this Section 3.10.4. Such independent accountant shall
                  verify to NaPro the accuracy of such reports. Should any
                  underpayment equaling or exceeding five percent (5%) of the
                  payments due over any twelve (12) month period be detected,
                  then the cost of such audit shall be borne by Faulding and any
                  such underpayment shall be promptly paid by Faulding. If any
                  such verification shows underpayment or overpayment, a
                  correcting payment or a refund shall be promptly made by the
                  party who owes such money to the other party.

                  3.10.5   Exchange Rate Variation

                           3.10.5.1 In the event that payments on Net Sales
                           Price of the Formulated Product are made in a
                           currency other than United States Dollars, within
                           thirty (30) days of the end of each year, the parties
                           shall calculate the average exchange rate between the
                           applicable foreign currency and the United States
                           Dollar for the previous year, by aggregating the
                           closing exchange rates on the last working day of
                           each month during such year, as published in the
                           London Financial Times, and dividing by twelve (12)
                           (the "Average Exchange Rate").

                           3.10.5.2 For the first year of this European
                           Agreement the "Base Exchange Rate" shall be the rates
                           set forth on Exhibit E and for the second and
                           subsequent years the "Base Exchange Rate" shall be
                           set at the Average Exchange Rate for the previous
                           year.

                           3.10.5.3 Should the Average Exchange Rate differ from
                           the Base Exchange Rate by [THIS PORTION HAS BEEN
                           REDACTED]

                           3.10.5.4 For the purposes of this Section 3.10.5, a
                           "year" shall run from the date of this European
                           Agreement or the anniversary of the date of this
                           European Agreement.

         3.11 Product Quality. Each lot of Product supplied by NaPro to Faulding
         shall meet the Specification as such Specification may be amended from
         time to time, either by mutual agreement of the parties or in response
         to directives issued by a relevant government authority in connection
         with the Registration or marketing of the Product in a particular
         jurisdiction. With each lot of Product supplied by NaPro to Faulding,
         NaPro shall submit to Faulding an (a) appropriate certificate of
         analysis confirming compliance with the Specification and (c)
         appropriate certificate of conformance confirming compliance with the
         registered DMF and with cGMPs. Upon delivery of the Product to
         Faulding, Faulding shall as soon as reasonably practicable inform NaPro
         by written notice of any damaged or otherwise defective Product alleged
         to have been delivered by NaPro and shall, upon the request of NaPro,
         return the damaged or defective Product to NaPro and the reasonable
         cost of return shall be borne by NaPro and NaPro shall as soon as
         practicable replace the damaged or defective Product, provided that
         such damage or defect shall have been caused by NaPro and not by
         Faulding or the shipper to Faulding. Any failure by Faulding to detect
         latent defects in the Product delivered to Faulding shall not affect
         NaPro's indemnity obligations under this European Agreement or
         obligation to replace such Product except that Faulding shall be
         responsible for any claims arising out of defects which should have
         been detected by the pre-formulation tests required of Faulding under
         applicable regulatory requirements.

         3.12 Formulated Product Quality. Each lot of Formulated Product
         manufactured by Faulding to be sold in the European Territory pursuant
         to this Agreement shall meet the Specification as such Specification
         may be amended from time to time, either by mutual agreement of the
         parties or in response to directives issued by a relevant government
         authority in connection with the Registration or marketing of the
         Formulated Product in a particular jurisdiction. All such Formulated
         Product shall be manufactured pursuant to GMP. In connection with the
         release of Formulated Product manufactured by Faulding, Faulding shall
         submit to NaPro appropriate documentation confirming compliance with
         the Specification and GMP, together with samples of each lot of such
         Formulated Product, and shall provide NaPro with any other information
         as may be required for Formulated Product release. Specific
         responsibilities for the release of Formulated Product shall be set
         forth in the Technical Agreement referred to in Section 4.7.

                  3.12.1 NaPro shall have the right to conduct a Manufacturing
                  Audit as set forth herein. For purposes of this Agreement, the
                  term "Manufacturing Audit" shall mean an audit by no more than
                  three individuals, reasonably acceptable by both parties, of
                  that portion of Faulding's manufacturing facility where the
                  Formulated Product is manufactured and of such documentation
                  specifically relating to the manufacture of the Formulated
                  Product, for purposes of confirming that Faulding's procedures
                  and processes used in manufacturing the Formulated Product
                  conform to GMP. Any such individuals shall be accompanied by
                  Faulding personnel at all times, shall be qualified to conduct
                  manufacturing audits, shall comply with Faulding's rules and
                  regulations relating to facility security, health and safety,
                  and shall execute a written agreement to maintain in
                  confidence all information obtained during the course of any
                  such audit except for disclosure to NaPro with respect to the
                  Formulated Product for the purposes set forth in this Section
                  3.12.1. Manufacturing Audits shall be conducted no more than
                  two times per calendar year unless otherwise agreed to by
                  Faulding; provided that if there is a deficiency with respect
                  to GMP compliance then NaPro may conduct an additional audit
                  to reasonably confirm that such deficiency has been addressed.
                  Manufacturing Audits shall be conducted during Faulding's
                  normal business hours and upon at least thirty (30) days'
                  prior written notice to Faulding. The written notice shall
                  identify any specific audit requests that NaPro intends to
                  make of Faulding and NaPro's contact person with regard to the
                  Manufacturing Audit. In no event shall a Manufacturing Audit
                  exceed two (2) days in duration unless such Manufacturing
                  Audit is delayed by the act or omission of Faulding, and in
                  all cases NaPro shall ensure that its employees or agents will
                  conduct each Manufacturing Audit so as not to interfere with
                  the normal and ordinary operation of Faulding's manufacturing
                  facility. All Manufacturing Audits shall be at NaPro's sole
                  expense. Any confidential information obtained by NaPro from
                  Faulding as a result of this access shall be treated as
                  Faulding Confidential Information pursuant to the terms of
                  this Agreement.

         3.13     NaPro Indemnity.  NaPro shall protect, indemnify and hold
                  harmless Faulding from and against all Loss incurred by
                  Faulding by reason of:

                  3.13.1 Product Defect. Any defect (whether of a design or
                  manufacturing origin) in the Product supplied to Faulding
                  pursuant to this European Agreement, including failure to meet
                  the Specification except to the extent that any defect or
                  failure is the result of any action or inaction by NaPro at
                  Faulding's direction evidenced in writing.

                  3.11.2   Breach.  The breach by NaPro of any of its warranties
                  or obligations under this European Agreement.

         3.14     Faulding Indemnity.  Faulding shall protect, indemnify and
                  hold harmless NaPro from and against all Loss incurred by
                  NaPro by reason of:

                  3.14.1   Product Defect.  Any defect (whether of a design or
                  manufacturing origin) in the Formulated Product manufactured
                  by Faulding, other than by reason of a defect in the Product
                  where such defect is the fault of NaPro.

                  3.14.2   Breach.  The breach by Faulding of any of its
                  warranties or obligations under this European Agreement.

         3.15 Product Liability Insurance. Faulding shall use all reasonable
         efforts to obtain product liability insurance in the amount of at least
         [THIS PORTION HAS BEEN REDACTED] covering the sale of the Formulated
         Product. NaPro represents that as of the date hereof it has product
         liability insurance in the amount of at least [THIS PORTION HAS BEEN
         REDACTED] Upon obtaining Registration and Faulding's forecast sales
         exceed [THIS PORTION HAS BEEN REDACTED], NaPro shall use all reasonable
         efforts to obtain product liability insurance in the initial amount of
         [THIS PORTION HAS BEEN REDACTED]covering sale of the Product.

         3.16 Shipping. NaPro shall deliver the Product ex works NaPro's
         manufacturing facility. NaPro shall cooperate with Faulding to ship the
         products to Faulding at Faulding's expense. Risk of loss to the Product
         shall pass upon delivery to Faulding's common carrier. Faulding shall
         be responsible for obtaining suitable import and export licenses
         required to ship the Formulated Product into the various countries of
         the European Territory.

4        Registration, Marketing, Manufacture Obligations

         4.1 Registration. NaPro shall at its own expense use its diligent and
         commercially reasonable efforts to rapidly pursue Registration [THIS
         PORTION HAS BEEN REDACTED] in the Field throughout the countries in the
         European Territory which are listed on Exhibit F attached hereto.
         Without limiting the generality of the foregoing, NaPro shall use its
         diligent and commercially reasonable efforts to apply for a
         Registration [THIS PORTION HAS BEEN REDACTED] and to obtain approval of
         such Registration prior to the first anniversary of the filing of such
         Registration. NaPro shall promptly retain and maintain during the term
         of this European Agreement, at its sole expense, the services of a
         recognized and experienced regulatory consulting organization,
         reasonably acceptable to Faulding, to assist NaPro with NaPro's
         obligations hereunder relating to the procurement of Registration [THIS
         PORTION HAS BEEN REDACTED]. If NaPro exercises this option: (i)
         Faulding shall provide reasonable regulatory support at a reasonable
         cost and (ii) Faulding shall promptly provide to NaPro copies in
         Faulding's possession of the product specification and other relevant
         registration documents for [THIS PORTION HAS BEEN REDACTED] which are
         used in Faulding's applications for Registration, provided, however,
         that any such information provided by Faulding to NaPro shall be deemed
         Confidential Information (as defined in herein) of Faulding and shall
         be used solely for the sale of the [THIS PORTION HAS BEEN REDACTED] by
         NaPro pursuant to the terms of this European Agreement, or outside the
         territories of the European Agreement and the Master Agreement.
         Following Registration by NaPro, Faulding shall be responsible for
         negotiating and obtaining pricing approval from the appropriate
         authorities.

         4.2     [THIS PORTION HAS BEEN REDACTED]

         4.3 Marketing, Retention of Exclusive Distribution Rights. Following
         Registration, Faulding shall use commercially reasonable efforts to
         market the Formulated Product for sale within the European Territory.
         Such efforts shall be equivalent to Faulding's efforts relating to
         other drugs intended for human antineoplastic use.

                  [THIS PORTION HAS BEEN REDACTED]

         4.4       [THIS PORTION HAS BEEN REDACTED]

         4.5 Pre-clinical/Clinical Data. Subject to third party contractual
         obligations, the parties agree to share with each other pre-clinical
         and clinical data developed by them for the Formulated Product
         including raw data and final reports. Each party shall promptly inform
         the other of any adverse reactions encountered in their clinical
         studies relating to Paclitaxel. Neither party shall alter the
         specification of the Formulated Product to be used in the European
         Territory without the prior written consent of the other party, which
         consent shall not be unreasonably withheld or delayed. Faulding shall
         own all preclinical and clinical data developed by Faulding and shall
         have the right to use such data in the European Territory and within
         the territory of the Master Agreement pursuant to the terms of such
         agreements. Subject to third party contractual obligations, Faulding
         hereby grants to NaPro a non-exclusive and fully paid up license to use
         such data developed by Faulding outside of the European Territory and
         outside the territory of the Master Agreement or for the purposes
         specifically permitted to NaPro pursuant to the terms of this
         Agreement. NaPro shall own all preclinical and clinical data developed
         by NaPro and shall have the right to use such data outside the European
         Territory and outside the territory of the Master Agreement. NaPro's
         use of such data within the European Territory and the territory of the
         Master Agreement shall be governed by the terms of such agreements.
         Subject to third party obligations, NaPro hereby grants to Faulding a
         non-exclusive and fully paid up license to use such data developed by
         NaPro within the European Territory pursuant to the terms of this
         Agreement

         4.6 Regulatory Filings. Faulding agrees to provide reasonable
         assistance in NaPro's regulatory filings for [THIS PORTION HAS BEEN
         REDACTED] within the European Territory by providing to NaPro (in a
         reasonable time frame) such information, regulatory documents and files
         (including obtaining certificates of free sale if necessary) as are
         required to obtain Registration in NaPro's name or the name of NaPro's
         licensee in the country in question. NaPro shall pay Faulding's out of
         pocket costs, and a reasonable fee mutually agreed upon between the
         parties, in connection with all assistance rendered by Faulding to
         NaPro pursuant to this Section. [THIS PORTION HAS BEEN REDACTED]. NaPro
         shall not be required to pay Faulding's costs or expenses for
         information, documents and files which have been previously collected,
         obtained, or prepared by Faulding.

         4.7 Monitoring of Applications for Registration and Pricing. NaPro and
         its representatives shall collaborate and consult with Faulding to
         formulate strategy for Registration efforts with respect to the [THIS
         PORTION HAS BEEN REDACTED] throughout the European Territory. Faulding
         shall receive reasonable advance notice of, and shall have the right to
         participate in, all meetings and discussions between NaPro and
         regulatory authorities and/or NaPro's consultants and representatives
         and with respect to Registration. NaPro shall provide Faulding once per
         quarter, a written update on the status of Registration efforts
         throughout the European Territory. NaPro and its representatives shall
         consult with Faulding with respect to NaPro's efforts to obtain
         Registration for the [THIS PORTION HAS BEEN REDACTED] in the European
         Territory. Faulding shall provide NaPro once per quarter, a written
         update on timing issues with respect to pricing negotiations in the
         European Territory and any clinical or other developmental/regulatory
         efforts with respect to the Formulated Product that Faulding is
         undertaking within the European Territory. The parties shall cooperate
         with one another in reporting adverse events relating to Formulated
         Product. Within the first anniversary of the execution and delivery of
         this Agreement, the parties shall enter into a mutually agreeable
         Technical Agreement on standard industry terms to include, among other
         things, release of Formulated Product and quality assurance and quality
         control matters with respect to the Product and Formulated Product.

         4.8 Product and Formulated Product. NaPro shall provide Product to
         Faulding pursuant to this European Agreement. Faulding shall be
         responsible (at Faulding's sole expense) for formulation, finishing,
         and packaging of Formulated Product sold by Faulding and importing such
         Formulated Product into the European Territory.

         4.9      Improvements.

                  4.9.1 NaPro shall supply the Product to Faulding, in
                  accordance with the terms and conditions hereunder, with
                  respect to the development, manufacture and commercialization
                  of any formulation of Paclitaxel that Faulding develops, or
                  that Faulding may acquire after the Effective Date.

                  4.9.2 In the event that NaPro develops or acquires a new
                  formulation of Paclitaxel (each, an "Option Product") then,
                  provided that NaPro has the right to offer marketing rights to
                  such Option Product in the European Territory, then Faulding
                  shall have a first option to negotiate the terms of an
                  agreement for the development, registration and
                  commercialization of such Option Product in the European
                  Territory, which option shall be exercised by Faulding within
                  90 days of Faulding's receipt of such written notification
                  from NaPro. If Faulding elects to enter into such
                  negotiations, the parties shall negotiate in good faith the
                  terms of an applicable agreement, which terms shall be
                  commercially reasonable, arms-length terms, and shall include
                  a formula for the equal sharing of development costs for such
                  Option Product.

                  4.9.3 NaPro shall not supply Paclitaxel to any third party
                  that has or attempts to develop, manufacture and/or
                  commercialize a formulation of Paclitaxel in breach of the
                  exclusivity rights granted to Faulding hereunder, including
                  the provisions of Sections 3.1.1 and 3.1.2.

         4.10     [THIS PORTION HAS BEEN REDACTED].

5        Patents; Proprietary Rights

         5.1 Exclusive License Grant. Subject to the terms of this European
         Agreement, NaPro hereby grants to Faulding an exclusive license under
         the NaPro Patents and other intellectual property to import, use, offer
         to sell and sell Formulated Product in the Field in the European
         Territory pursuant to the terms of this European Agreement ("License").
         Other than: (a) the license granted to IVAX pursuant to the terms of
         the IVAX Agreement; (b) as required solely for NaPro's performance of
         its obligations under this European Agreement; and (c) as otherwise
         explicitly granted to NaPro herein, such License shall be exclusive to
         Faulding, even to the exclusion of NaPro, and NaPro shall grant no
         further licenses to NaPro Patents to any third party in the Field in
         the European Territory.

         5.2      Notice of Patent Infringement. Each Party shall promptly
         notify the other Party of: (a) any infringement of NaPro Patents; or
         (b) third party assertion of infringement by one or both Parties of a
         third party patent right.  Such notice shall be in writing and shall
         set forth the details of the known facts relating to such activities.

         5.3      Patent Enforcement.   [THIS PORTION HAS BEEN REDACTED].

         5.4      Failure to Enforce Patents. [THIS PORTION HAS BEEN REDACTED].

         5.5 Alleged Patent Infringement. In the event that a third party
         asserts that NaPro and/or Faulding is infringing a third party patent
         right as a result of the activities contemplated by this European
         Agreement, then NaPro shall have the right and obligation to defend
         against such allegations and control all related legal proceedings.
         NaPro shall indemnify Faulding for any monetary damages which Faulding
         is required to pay to third parties as a result of the following types
         of infringement actions:

         [THIS PORTION HAS BEEN REDACTED]

Faulding shall indemnify NaPro for any monetary damages which NaPro is required
to pay to third parties as a result infringement actions based on patents which
claim compositions of matter related to [THIS PORTION HAS BEEN REDACTED] other
than [THIS PORTION HAS BEEN REDACTED] marketed by Faulding.

For all other types of infringement actions, NaPro and Faulding shall share
equally any damages owed to third parties as a result of such actions; provided
that any settlement or compromise or consent to the entry of any judgment in any
such actions shall require the mutual written consent of each party hereto.

         5.6  [THIS PORTION HAS BEEN REDACTED]

         5.7 Prosecution of NaPro Patents. NaPro shall be , at its expense,
         solely responsible for (i) securing the grant of any patent
         applications within the NaPro Patents; (ii) filing and prosecuting
         patent applications on patentable inventions and discoveries relating
         to the same; (iii) defending all such applications and NaPro Patents
         against third party oppositions and invalidity actions; and (iv)
         maintaining in force any issued letters patent relating to the same;
         provided that Faulding at its request shall be provided with copies of
         all documents relating to such filing, prosecution, defense and
         maintenance in sufficient time to review such documents and comment
         thereon prior to filing.

6        Termination and Dispute Resolution

         6.1 Termination By Either Party; Reorganization Insolvency.
         Notwithstanding anything else contained in this European Agreement,
         this European Agreement may be terminated by the non-breaching party
         giving written notice to the other upon the happening of any of the
         following events:

                  6.1.1 In the event the other party shall commit a material
                  breach or default under this Agreement, which breach or
                  default shall not be remedied within ninety (90) days after
                  the receipt of written notice thereof by the party in breach
                  or default.

                  6.1.2 The expiration of twenty-one (21) days after the other
                  party having a receiver validly appointed for the whole or any
                  substantial part of its assets or immediately where a court
                  order is validly made or a resolution of such party's
                  shareholders passed for the winding up of such party other
                  than for the purpose of reorganization or reconstruction.

                  6.1.3 In the event that the other party files a petition in
                  bankruptcy or similar proceedings or is adjudicated bankrupt
                  or if a petition for bankruptcy or similar proceedings is
                  filed against such party and is not stayed or discharged
                  within forty-five (45) days of such filing or if such party
                  becomes insolvent or makes an assignment for the benefit of
                  creditors or any agreement pursuant to bankruptcy law or
                  otherwise acknowledges insolvency or is adjudged bankrupt or
                  if such party discontinues business.

         6.2 Governing Law. This European Agreement shall be construed in
         accordance with and governed by the internal laws of the State of New
         York, excluding such state's rules relating to conflicts of laws, and
         its form, execution, validity, construction and effect shall be
         determined in accordance with such internal laws.

         6.3 Effects of Termination. Upon termination of this European
         Agreement, (a) the full amount of any amounts outstanding by one party
         to the other shall be paid forthwith, and (b) all rights and licenses
         granted hereunder, other than rights to use clinical data shall
         terminate. Notwithstanding the termination of this European Agreement,
         the obligations of the parties with respect to confidentiality pursuant
         to Section 7 hereof shall survive for ten (10) years following such
         termination, and neither party nor any of its respective Affiliates
         shall utilize any of the Confidential Information provided by the other
         party pursuant to this European Agreement. The parties shall provide
         one another with the clinical data to the extent not already provided.

         6.4 Arbitration Hearings. Any disputes arising under or relating to
         this European Agreement shall be settled by binding arbitration in
         accordance with the CPR Rules for Non-Administered Arbitration by a
         single arbitrator, and such arbitration proceeding shall be held in New
         York, New York, unless the parties agree otherwise in writing. Any
         arbitration conducted pursuant to the provisions of this Section shall
         be conducted as follows, unless the parties agree otherwise in writing:

                  (a) In rendering judgment, the arbitrator may not provide for
         punitive or similar exemplary damages.

                  (b) Any arbitration under this European Agreement shall be
         completed within thirty days after the parties submit briefings with
         respect thereto.

                  (c) The award rendered by the arbitrator shall be in writing.

                  (d) The parties agree that the decision shall be the sole,
         exclusive and binding remedy between them regarding any and all
         disputes, controversies, claims and counterclaims presented to the
         arbitrators. Application may be made to any court having jurisdiction
         over the party (or its assets) against whom the decision is rendered
         for a judicial recognition of the decision and an order of enforcement.

7                          Confidentiality

         7.1 Transfer of Information. Each party has provided to the other
         information relating to Paclitaxel in connection with negotiation of
         the Master Agreement and performance of the Master Agreement and each
         party will in the future provide information in relation to this
         European Agreement which the disclosing party considers to be
         confidential ("Confidential Information"). "Confidential Information"
         shall not include any information which:

                  7.1.1 Is now, or hereafter becomes, through no act or failure
                  to act on the part of the receiving party, generally known or
                  available to the public.

                  7.1.2 Is known to the receiving party at the time of
                  disclosure provided that the receiving party promptly notifies
                  the disclosing party in writing of this prior knowledge within
                  a reasonable time of discovery of such prior knowledge.

                  7.1.3 Is hereafter furnished to the receiving party by a third
                  party, as a matter of right and without restriction on
                  disclosure, provided that the receiving party promptly
                  notifies the disclosing party of this third party disclosure
                  within thirty (30) days thereafter.

                  7.1.4  Is disclosed with the written approval of the
                  disclosing party.

         7.2 Restricted Disclosure. The parties will restrict dissemination of
         Confidential Information received from the other party to only those
         employees with a need to know such information, except that:

                  7.2.1 In the case of Faulding, such Confidential Information
                  may be provided to regulatory authorities in connection with
                  Registration for the Formulated Product, or for the purposes
                  allowed under the Master Agreement.

                  7.2.2 In the case of NaPro, such Confidential Information may
                  be provided to regulatory authorities in connection with an
                  application for a Registration for the Formulated Product.

         7.3 Precautions. Each party shall maintain Confidential Information
         received from the other party as confidential, and protect the same
         from misuse, espionage, loss or theft and shall not disclose the
         Confidential Information to others except as provided in Section 7.2.

8                          Force Majeure

         8.1 Force Majeure. Neither party shall be liable to the other in the
         event that performance of its obligations hereunder shall be prevented
         by any cause beyond its reasonable control, including without
         limitation, acts of God, acts of government, accident, fire, delay or
         destruction of means of transport or other disaster ("events of force
         majeure"), but the affected party shall use reasonable efforts to avoid
         or remove the cause of such nonperformance and shall continue
         performance hereunder with the utmost dispatch whenever such cause is
         removed; provided that if such event of force majeure continues for a
         period of twelve months then the other party shall have the right to
         terminate the term of this European Agreement on a country by country
         basis; provided further that if NaPro has not complied with its
         obligation to provide Safety Stock during the occurrence and
         continuance of the event of force majeure, then Faulding shall have the
         right to terminate the term of this European Agreement on a country by
         country basis to the extent that such event of force majeure continues
         for a period of nine months.

9                          Miscellaneous Provisions

         9.1 Assignment/Third Parties. Neither party shall assign any rights or
         obligations hereunder to third parties without the agreement of the
         other party; provided that either party may assign any of its rights or
         obligations hereunder to its Affiliates without obtaining such consent;
         and provided that such assigning party shall remain liable for the
         performance of such Affiliate. Notwithstanding this provision, within
         the European Territory Faulding shall be entitled to perform any one or
         more of its obligations according to this European Agreement by
         appointing third parties to do so on its behalf and in its name,
         provided that NaPro has given Faulding its prior written consent to
         each such appointment, which consent shall not be unreasonably withheld
         or delayed and provided that Faulding remains liable for the
         performance of such third parties. NaPro may assign this European
         Agreement to a third party in connection with the sale of all of
         NaPro's business relating to Paclitaxel (other than Bristol-Myers
         Squibb), provided that such third party agrees in writing to be bound
         by all of the terms of this European Agreement.

         9.2 Relationship of Parties. Nothing contained in this European
         Agreement shall be construed so as to operate or to place any party
         hereto in the relationship of employee or agent or joint venturer or
         legal representative of the other party and it is hereby expressly
         agreed and acknowledged that each of the parties hereto is an
         independent contracting party which does not have the authority or
         power for or on behalf of the other party hereto to enter into any
         contract to incur debts, to accept money, to assume any obligations or
         to make any warranties or representations whatsoever.

         9.3 Waiver. The failure of either of the parties to insist upon a
         strict performance of any of the provisions of this European Agreement
         shall not be deemed a waiver of any subsequent breach of such provision
         or of the provision itself.

         9.4 Contract Variation.  Any modification, alteration, change or
         variation in any provision of this European Agreement shall be only
         made in writing, executed by both parties.

         9.5 Notices. Notices by one party to the other shall be in writing by
         registered mail or major air courier delivery (receipt provided) or by
         telecopy confirmed both by contemporaneous telephone conversation with
         the recipient and by airmail letter.

         Notices by Faulding to NaPro shall be directed to NaPro's General
Counsel and Chief Financial Officer at its offices at 6304 Spine Road Unit A
Boulder, CO 80301, USA. Fax: (303) 530-1296.

         Notices by NaPro to Faulding shall be directed to Central Laboratories,
Limited, c/o Faulding Pharmaceuticals, plc. at Queens Way, Royal Lemington Spa,
Warwickshire, United Kingdom CV313RW, Fax 011-44-1926-821-047, attention:
Company Secretary; with a copy to F.H. Faulding & Co. Limited at 115 Sherriff
Street, Underdale, South Australia 5032, Australia, attention: Secretary, Fax:
011-61-8-8234-8230; and a copy to Faulding Pharmaceuticals at 650 From Road,
Paramus, NJ 07652, attention: General Counsel, Fax (201) 225-5510.

         9.6 Entire Agreement. Except as set out in this European Agreement,
         this European Agreement constitutes the entire agreement of the parties
         (and into which all prior negotiations, commitments, representations
         and undertakings with respect to the subject matter are merged and
         there are no other undertakings, warranties or agreements between the
         parties relating to the subject matter of this European Agreement and
         this European Agreement is not based upon any representations as to
         profit or worth nor has any representation been made (whether by this
         European Agreement or otherwise) to induce NaPro or Faulding to accept
         and execute this European Agreement.

         9.7 Compliance with Law. It shall be the responsibility of each party
         to follow all procedures and take all actions which are necessary or
         required for agreements of this type by the laws, treaties or
         regulations applicable in each country in which that party shall deal
         in the Product (in the case of NaPro) and the Formulated Product (in
         the case of NaPro and Faulding). Faulding shall ensure that the
         storage, marketing or sale of the Formulated Product does not breach
         any law or statute rule or regulation relating to drugs in each country
         in which Faulding shall deal in the Formulated Product.

         9.8 Interpretation. Headings in this European Agreement are for ease of
         reference only and shall not be used to interpret this European
         Agreement. The language of this European Agreement shall be deemed to
         be the language mutually chosen by the parties and no rule of strict
         construction shall be applied against either party hereto.

         9.9 Counterparts. This European Agreement may be executed in one or
         more counterparts, each of which shall be an original, but which
         together shall form one agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this European
         Agreement to be executed by their duly authorized representatives as of
         the date hereof.



CENTRAL LABORATORIES,  LIMITED   NAPRO BIOTHERAPEUTICS, INC.


By: /s/ Edward Tweddell          By: /s/ Kai P.Larson
    ------------------------     ---------------------------
                                     Kai P. Larson
                                     Vice President, General Counsel


         For good and valuable consideration, F.H. Faulding & Co. Limited hereby
guarantees the performance of the obligations of Central Laboratories, Limited
under the terms of this European Agreement.

                                                     F.H. FAULDING & CO. LIMITED

                                                     By: /s/Edward Tweddell
                                                         ------------------
                                                     Name: Edward Tweddell
                                                           ---------------
                                                     Title: CEO