Exhibit 10.38

NAPRO BIOTHERAPEUTICS, INC.        Schedule Required by Instruction 2 to Item 601  of Regulation S-K

Name of Director or Officer
Party to a Director and Officer
Indemnification Agreement

Date of AgreementSterling Ainsworth

April 21, 1994Martin M. Batt

September 1, 2002Gilbert W. Carnathan

December 12, 2002Edward L. Erickson

July 17, 2000Brenda Fielding

June 21, 2001George Gould, Esq.

January 22, 2003Arthur Hull Hayes, Jr., M.D.

March 29, 1996Kai Larson

December 20, 1999Hope Liebke

April 4, 2002Gordon H. Link, Jr.

April 21, 1994Brian McCudden

January 28, 2002Patricia A. Pilia, Ph.D.

April 21, 1994The Honorable Richard N. Perle

September 13, 2000Marc J. Ostro, Ph.D.

June 13, 2000Robert E. Pollack, Ph.D.

July 17, 2000Leonard P. Shaykin

April 21, 1994Jeff White

August 30, 2002


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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

AGREEMENT, effective as
of                             between NaPro BioTherapeutics, Inc., a Delaware corporation (the
"Company"),
and                                         
       
(the "Indemnitee").

WHEREAS,
it is essential to the Company to retain and attract as directors and officers the most capable persons available; and

WHEREAS,
Indemnitee is a director and/or officer of the Company; and

WHEREAS,
both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's
environment; and

WHEREAS,
in recognition of Indemnitee' s need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective
manner and in part to provide Indemnitee with specific contractual assurance that the indemnification protection provided by the Certificate of Incorporation and Bylaws of the Company will be
available to Indemnitee (regardless of; among other things, any amendment to or revocation of such Certificate of Incorporation and Bylaws or any change in the composition of the Company's Board of
Directors or acquisition transaction relating to the Company), and in order to induce Indemnitee to continue to provide services to the Company as a director and/or officer thereof, the Company wishes
to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies.

NOW,
THEREFORE, in consideration of the covenants contained in this Agreement and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and
intending to be legally bound hereby, the parties agree as follows:

1.Certain Definitions.The following terms when used in this Agreement with initial capital letters shall have
the meanings indicated:



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2.Agreement to Indemnify.



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3.Change in Control.The Company agrees that if there is a Change in Control of the Company (other than a
Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then Independent Legal Counsel shall be
selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) and such Independent Legal Counsel shall determine whether Indemnitee is Entitled to indemnity
payments and Expense Advances under this Agreement or any other agreement or Certificate of Incorporation or Bylaws of the Company now or hereafter in effect relating to Claims for Indemnifiable
Events, Such Independent Legal Counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee will be permitted to be
indemnified. The Company agrees to pay the reasonable fees of the Independent Legal Counsel and to indemnify, fully such Independent Legal Counsel against any and all expenses (including attorney's
fees), claims, liabilities and damages arising out of or relating to this Agreement or the engagement of Independent Legal Counsel pursuant hereto.

4.Establishment of Trust.In the event of a Potential Change in Control, the Company shall, upon written
request by Indemnitee, create a trust for the benefit of Indemnitee and from time to time, upon
written request of Indemnitee, fund each trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with
investigating, preparing for and defending any Claim relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts
to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party in any case in which the Independent Legal Counsel referred to above is involved.
The terms of the trust shall provide that upon a Change in Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee,
(ii) the trustee shall advance, within five business days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Company under the
circumstances under which Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement), (iii) the trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this
Agreement or otherwise, and (v) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the
case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee shall be chosen by Indemnitee, Nothing in this Section 4 shall relieve the Company of any
of its obligations under this Agreement. All income earned on the assets held in the trust shall be reported as income by the Company for federal, state, local and foreign tax purposes.

5.Indemnification for Additional Expenses.The Company shall indemnify the Indemnitee against any and all
expenses (including attorneys' fee) and, if requested by Indemnitee, shall (within five business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in
connection with any action or claim brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Certificate of
Incorporation or Bylaws of the Company now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance
policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

6.Interval Protection.During the interval between the Company's receipt of Indemnitee's request for
indemnification or advances and the latest to occur of (a) payment in full to Indemnitee of the indemnification or advances to which he is entitled hereunder, or (b) a final adjudication
that Indemnitee is not entitled to indemnification hereunder, the Company shall provide "Interval Protection" which, for purposes of this Agreement, shall mean the taking of the necessary steps
(whether or not such steps require expenditures to be made by the Company at that time) to stay, pending a final determination of Indemnitee's entitlement to indemnification (and, if Indemnitee is so
entitled, the payment thereof), the execution, enforcement or collection of any Expenses, judgments, fines, penalties or any other amounts for which Indemnitee may be liable (and as to which
Indemnitee

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has
requested indemnification hereunder) in order to avoid Indemnitee's being or becoming in default with respect to any such amounts (such necessary steps to include, but not be limited to, the
procurement of a surety bond to achieve such stay or the loan to Indemnitee (unsecured and with interest payable at the prime rate) of amounts necessary to satisfy the Expenses, judgments, fines,
penalties or other amounts for which Indemnitee may be liable and as to which a stay of execution as aforesaid cannot be obtained, the Company by executing this Agreement having made the judgment
that, in general, such loan or similar assistance may reasonably be expected to benefit the Company), within five days after receipt of Indemnitee's written request therefor together with a written
undertaking by Indemnitee to repay, no later than 120 days following receipt of a statement therefor from the Company, amounts (if any) expended by the Company for such purpose, if it is
ultimately determined in a final adjudication that Indemnitee is not entitled to be indemnified against such Expenses, judgments, fines, penalties or other amounts.

7.Partial Indemnity.If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Expenses, judgment, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled: Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without
prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

8.Defense to Indemnification, Burden of Proof and Presumptions.It shall be a defense to any action brought by
Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for expenses incurred in defending a Claim in advance of its final disposition where the
required undertaking has been tendered to the Company) that Indemnitee has not met the standards of conduct that make it permissible under the applicable law for the Company to indemnify the
Indemnitee for the amount claimed. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee has met such standards of conduct, the burden of proof of
establishing that Indemnitee did not act in accordance with such standard of conduct shall rest with the Company. Neither the failure of the Company (including its Board of Directors, Independent
Legal Counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of Indemnitee is proper under the circumstances because he
or she has met the applicable standard of conduct set forth in the applicable law, nor an actual determination by the Company (including its Board of Directors, Independent Legal Counsel, or its
stockholders) that
Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of
this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or
its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or had any particular belief or that a court has determined that indemnification is not
permitted by applicable law.

9.Non-exclusivity.The rights of Indemnitee hereunder shall be in addition to any other rights
Indemnitee may have under the Certificate of Incorporation or Bylaws of the Company or the Delaware General Corporation Law or otherwise, To the extent that a change in the Delaware General
Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Certificate of Incorporation and Bylaws of the Company
and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

10.No Construction as Employment Agreement.Nothing contained herein shall be construed as giving Indemnitee
any right to be retained as a director or in the employ of the Company or any of its subsidiaries.

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11.Liability Insurance.To the extent the Company maintains an insurance policy or policies providing
directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any
Company director or officer.

12,Period of Limitations.No legal action shall be brought and no cause of action shall be asserted by or in
the right of the Company or any affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors, administrators or personal or legal representatives after the expiration of two
years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its affiliates shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall
govern.

13.Amendments.No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.

14.Subrogation.In the event of payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee, who shall execute all paper required and shall do everything that may be necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit to enforce such rights.

15.Proceedings.



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16.No Duplication of Payments.The Company shall not be liable under this Agreement to make any payment in
connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation or Bylaws of the Company or
otherwise) of the amounts otherwise indemnifiable hereunder.

17.Binding Effect.This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or
assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The Agreement shall continue in
effect regardless of whether Indemnitee continues to serve as a director or officer of the Company or of any other corporation at the Company's request.

18.Severability.The provisions of this Agreement shall be severable in the event that any of the provisions
hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion
of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

19.Governing Law,This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the    day of                   .

| |  | NaPro BioTherapeutics, Inc.
| |  | ---------------------------
| |  |                            
| |  | Indemnitee:                
| |  |                            

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