IVAX CORP /DE, SC 13D/A, 1998-10-02

IVAX CORP /DE
SC 13D/A, 1998-10-02
PHARMACEUTICAL PREPARATIONS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

NaPro BioTherapeutics, Inc.
- --------------------------------------------------------------------------------

(Name of Issuer)

Common Stock, $.0075 Par Value
- --------------------------------------------------------------------------------

(Title of Class of Securities)

630795102
-----------------------------------------------------

(CUSIP Number)

Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

March 20, 1998
----------------------------------------------------------------

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.

Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-a(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>

CUSIP No. 630795102 13D Page 1 of 16 Pages
- -------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Leonard P. Shaykin
--------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|

(b) |X|

3 SEC USE ONLY

--------------------------------------------------------------------
4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) |_|

--------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

United States Citizen
--------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- ---------------------
699,215
---------------------------------------------------------
8 SHARED VOTING POWER

---------------------------------------------------------
9 SOLE DISPOSITIVE POWER

699,215
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER

--------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

699,215

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|

------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.7%
--------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
=========

CUSIP No. 630795102 13D Page 2 of 16 Pages
- -------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sterling K. Ainsworth
--------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) |_|

(b) |X|

3 SEC USE ONLY

--------------------------------------------------------------------
4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) |_|

--------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

United States Citizen
--------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- ---------------------
1,070,152
------------------------------------------------------------------
8 SHARED VOTING POWER

------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1,070,152
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,070,152
---------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---------
7.2%
--------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
=========

CUSIP No. 630795102 13D Page 3 of 16 Pages
- -------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Patricia A. Pilia
--------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) |_|

(b) |X|

3 SEC USE ONLY

--------------------------------------------------------------------
4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_|

--------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)
- ----------
United States Citizen
--------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- ---------------------

281,679
--------- ---------------------------------------------------------
8 SHARED VOTING POWER

--------- ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER

281,679
--------- ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER

--------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

281,679

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%
--------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
========== ---------
IN
========= ---------

CUSIP No. 630795102 13D Page 4 of 16 Pages
- -------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Lawrence Helson
--------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) |_|

(b) |X|

3 SEC USE ONLY

--------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_|

--------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

United States Citizen
--------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- ---------------------
116,199
--------- ---------------------------------------------------------
8 SHARED VOTING POWER

--------- ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER

116,199
--------- ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER

--------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

116,199

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.8%
--------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
=========

CUSIP No. 630795102 13D Page 5 of 16 Pages
- -------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

D&N Holding Company, IRS Number 51-0344765
--------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) |_|

(b) |X|

3 SEC USE ONLY

--------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_|

--------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

Delaware, United States of America
--------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- ---------------------
0
---------------------------------------------------------
8 SHARED VOTING POWER

0
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER

0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
---------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---------
0%
--------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

CO
=========

CUSIP No. 630795102 13D Page 6 of 16 Pages
- -------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

IVAX Corporation, IRS Number: 16-1003559
--------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) |_|

(b) |X|

3 SEC USE ONLY

--------------------------------------------------------------------
4 SOURCE OF FUNDS*

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or (e) |_|

--------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

Florida, United States of America
--------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- ---------------------
0
---------------------------------------------------------
8 SHARED VOTING POWER

0
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER

0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER

0
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

CO
=========

Amendment No. 2 to Schedule 13D

This Amendment No. 2 to Schedule 13D is filed on behalf of six persons
(collectively, the "Filers") consisting of four individuals, namely Sterling K.
Ainsworth, Ph.D.; Patricia A. Pilia, Ph.D.; Lawrence Helson, M.D.; and Leonard
P. Shaykin, and two corporations, namely IVAX Corporation, a Florida corporation
("IVAX") and D&N Holding Corporation, a Delaware corporation and wholly owned
subsidiary of IVAX ("D&N"). The four individuals previously filed, individually,
statements on Schedule 13D or 13G, and IVAX and D&N filed a joint statement on
Schedule 13G with respect to the Common Stock (as defined below) on February 14,
1995. The Filers jointly filed a statement on Schedule 13D on August 21, 1995
and an amendment to that statement on Schedule 13D on April 15, 1996. This
Amendment No. 2 to Schedule 13D amends and updates the statements on Schedules
13D and 13G previously filed by the Filers with respect to the Common Stock. An
amendment to Joint Filing Agreement by and among the Filers is included as an
exhibit hereto.

Item 1. Security and Issuer

The class of equity securities to which this statement relates
is the Common Stock, $.0075 par value (the "Common Stock") of NaPro
BioTherapeutics, Inc., a Delaware Corporation ("NaPro," the "Issuer" or the
"Company") whose principal executive offices are located at 6304 Spine Road,
Unit A, Boulder, CO 80301.

Item 2. Name and Background

a) The Filers are four individuals, Sterling K. Ainsworth, Ph.D.; Patricia
A. Pilia, Ph.D.; Lawrence Helson, M.D.; and Leonard P. Shaykin, and two
corporations, IVAX and D&N.

b) The business address of each of the individual Filers is: c/o NaPro
BioTherapeutics, Inc. 6304 Spine Road, Unit A, Boulder, CO 80301. The business
address of IVAX is 4400 Biscayne Boulevard, Miami, Florida 33137. The business
address of D&N is c/o The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801.

c) Dr. Ainsworth is President, C.E.O., and a member of the Board of
Directors of the Issuer.

Dr. Pilia is Vice President, BioResearch and Toxicology, and a member of
the Board of Directors of the Issuer.

Dr. Helson was a member of the Board of Directors of the Issuer until March
29, 1996,

<PAGE>

and was Vice President, Clinical Research until April 25, 1997.

Mr. Shaykin is Chairman of the Board of Directors of the Issuer. He is
also a principal at Shaykin & Company, a private investment holding firm with
offices at 599 Lexington Avenue, Suite 2300, New York, New York 10022. Mr.
Shaykin is a director of Avigen, a public gene therapy company with offices at
1201 Harbor Bay Parkway #1000, Alameda California 94502; Chairman of the
Neuroblastoma Foundation, a charitable foundation with offices at 599 Lexington
Avenue, Suite 2300, New York, New York 10022; and a director of the Jerusalem
Post, an English-language offshore newspaper. Mr. Shaykin is a trustee of The
Jackson Laboratories, a charitable foundation with offices at 600 Main Street,
Bar Harbor, Maine 04609. He is a trustee of the Graduate School of Business of
the University of Chicago, an institution of higher learning with offices at
1101 East 58th Street, Chicago, Illinois 60637.

IVAX is a corporation incorporated in the State of Florida. IVAX is a
holding company with core subsidiaries engaged in the research, development,
manufacturing, and marketing of generic and branded pharmaceuticals.

D&N is a corporation incorporated in the State of Delaware. D&N is a
wholly owned subsidiary of IVAX, created primarily to hold certain investments
of IVAX.

Information as to the identity and background of the directors and
executive officers of IVAX and D&N is set forth in Appendix A, attached hereto,
which is incorporated herein by reference.

d) Within the last five years, none of the individual filers
have: (a) had any criminal convictions (excluding traffic violations or similar
misdemeanors) or (b) have been a party to a civil proceeding before a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activity subject to, federal
or state securities laws or finding any violations with respect to such laws.

Neither D&N and IVAX, nor to the best of their knowledge, any
directors, executive officers or controlling persons of D&N and IVAX have,
during the last five years: (a) had any criminal convictions (excluding traffic
violations or similar misdemeanors) or (b) have been a party to a civil
proceeding before a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violations with
respect to such laws.

e) All of the individual Filers are citizens of the United
States.

Item 3. Source and Amount of Funds

See Item 4.

<PAGE>

Item 4. Purpose of Transaction

NaPro, IVAX, D&N and Baker Norton Pharmaceuticals, Inc. ("BNP"
and, together with D&N, the "Subsidiaries") entered into a Termination
Agreement, dated as of March 20, 1998 (the "Termination Agreement"), whereby the
parties terminated their respective rights and obligations under certain
agreements, specifically: (1) an Agreement, dated June 7, 1993, as amended April
12, 1994 and January 25, 1996, relating to the manufacture, marketing and
distribution of paclitaxel between BNP and NaPro (the "Paclitaxel Agreement"),
(2) a Subscription Agreement, dated as of June 7, 1993 between NaPro and D&N
(the "Initial Subscription Agreement"), (3) a Stockholders' Agreement, dated as
of June 7, 1993, by and among D&N, Mr. Shaykin, Drs. Ainsworth, Pilia, and
Helson (the "Stockholders' Agreement"), (4) a Registration Agreement, dated as
of June 7, 1993 by and among NaPro, D&N, Mr. Shaykin, Drs. Ainsworth, Pilia and
Helson (the "Registration Agreement"), (5) a Subscription Agreement, dated as of
April 12, 1994 (the "Subsequent Subscription Agreement"), and (6) a Registration
Rights Agreement, dated as of April 12, 1994, between NaPro and D&N (the
"Registration Rights Agreement").

Pursuant to the terms of the Termination Agreement, IVAX and the
Subsidiaries have obtained a non-exclusive, royalty-free license for one of
NaPro's pending patents (the "Pending Patent") relating to the manufacture, use,
sale and import of a patented paclitaxel injection within the United States,
Canada, Europe and portions of South America (the "License"). In consideration
for the License, IVAX and the Subsidiaries paid NaPro $6,070,000, of which,
$2,000,000 is held in escrow as to be released in installments corresponding to
delivery of paclitaxel to IVAX. In addition, IVAX and the Subsidiaries
transferred 1,126,398 shares of Common Stock, constituting all of the shares of
Common Stock owned by IVAX and the Subsidiaries, to NaPro. Following the March
31, 1998 issuance of the Pending Patent in the United States, IVAX paid
$3,750,000 to NaPro, as required by the Termination Agreement. Following the
August 5, 1998 issuance of the Pending Patent in the European Union, IVAX paid
$2,610,000 to NaPro, as required by the Termination Agreement.

As a result of the Termination Agreement, IVAX and D&N (1) are no
longer the beneficial owners of any Common Stock, (2) are no longer subject to
the reporting requirements of Rule 13d-1 under the Act and (3) notwithstanding
this or any prior filing to the contrary, disclaim and have terminated their
membership in any group for purposes of Rule 13d-5(b)(1) of the Act with respect
to NaPro.

On March 20, 1998, Mr. Shaykin, the Company, and IVAX entered into an
agreement (the "Warrant Agreement") relating to a Warrant to purchase 111,1111
shares of Common Stock at an exercise price of $0.075 per share (the "Warrant").
Mr. Shaykin had purchased the Warrant from D&N on March 29, 1996 by issuing to
D&N a promissory note for $944,443. Pursuant to the Warrant Agreement, Mr.
Shaykin paid $100,000 to IVAX and IVAX forgave the indebtedness represented by
the promissory note in the principal amount of $944,443 that had represented the
original purchase price of the Warrant to Mr. Shaykin. Also pursuant to the
Warrant Agreement, Mr. Shaykin remitted the Warrant to the Company, and the
Company agreed to indemnify IVAX for any loss associated with such transaction.
Mr. Shaykin engaged in this

<PAGE>

transaction for general investment purposes, and amounts paid by Mr. Shaykin
were from his personal funds.

The foregoing descriptions of the Termination Agreement and the Warrant
Agreement are qualified in their entirety by the full text of such Agreements. A
copy of each is incorporated by reference and is an exhibit hereto.

In November, 1991, in conjunction with the formation of the Company,
Dr. Ainsworth was issued options to purchase 122,667 shares of Common Stock with
an exercise price of $0.1875. On March 23, 1998 Dr. Ainsworth exercised 106,667
of these options. The aggregate price of this option exercise was $20,000. Dr.
Ainsworth engaged in this transaction for general investment purposes, and
amounts paid by Dr. Ainsworth were from his personal funds.

In November, 1991, in conjunction with the formation of the Company,
Dr. Pilia was issued options to purchase 36,800 shares of Common Stock with an
exercise price of $0.1875. On March 23, 1998 Dr. Pilia exercised all 36,800 of
these options. The aggregate price of this option exercise was $6,900. Dr. Pilia
engaged in this transaction for general investment purposes, and amounts paid by
Dr. Pilia were from her personal funds.

Item 5. Present Ownership of Issuer's Shares

As of the date hereof, neither IVAX nor D&N is the beneficial owners of
any shares of Common Stock. Pursuant to the terms of the Termination Agreement,
IVAX and D&N are no longer parties to the Stockholders' Agreement.

As of the date hereof, Mr. Shaykin is the beneficial owner of 699,215
shares of Common Stock, representing approximately 4.7% of the outstanding
Common Stock.

As of the date hereof, Dr. Ainsworth is the beneficial owner of
1,070,152 shares of Common Stock, representing approximately 7.2% of the
outstanding Common Stock. These totals include 16,000 shares of Common Stock
issuable upon exercise of non-plan options granted to Dr. Ainsworth in
connection with the formation of the Company in 1991 and 42,550 shares of Common
Stock gifted by Dr. Ainsworth to relatives and certain other persons which Dr.
Ainsworth may be deemed to beneficially own by virtue of holding powers of
attorney to vote and take certain other actions with respect to such shares. Dr.
Ainsworth who is engaged to be married to Dr. Pilia, disclaims beneficial
ownership of the shares of Common Stock beneficially owned by Dr. Pilia and the
gifted shares over which Dr. Ainsworth holds powers of attorney.

As of the date hereof, Dr. Pilia is the beneficial owner of 281,679
shares of Common Stock, representing approximately 1.9% of the outstanding
Common Stock. These totals include 10,800 shares of Common Stock gifted by Dr.
Pilia to relatives and certain other persons which Dr. Pilia may be deemed to
beneficially own by virtue of holding powers of attorney to vote and take
certain other actions with respect to such shares. Dr. Pilia, who is engaged to
be married to Dr. Ainsworth, disclaims beneficial ownership of the shares of
Common Stock beneficially

<PAGE>

owned by Dr. Ainsworth and the gifted shares over which Dr. Pilia holds powers
of attorney.

As of the date hereof, Dr. Helson is the beneficial owner of 116,199
shares of Common Stock representing approximately 0.8% of the outstanding Common
Stock.

Item 6. Contracts and Arrangements Regarding Issuer's Securities

D&N, Mr. Shaykin, Drs. Ainsworth, Pilia and Helson (collectively, the
"Stockholders") and the Issuer were parties to an amended Stockholders'
Agreement dated as of June 7, 1993 and amended and restated as of May 31, 1994
by and among the Company, Mr. Shaykin, Drs. Ainsworth, Pilia and Helson, and D&N
pursuant to which, among other things, each of the Stockholders had been
obligated to vote for, subject to certain limitations, the election of Dr.
Ainsworth and two individuals designated by D&N. Pursuant to the Stockholders'
Agreement, this voting obligation was to terminate upon the closing of a Public
Offering by the Company. Such a Public Offering occurred in August of 1996, and
at that time, the voting obligations of the Stockholders' Agreement terminated.
In addition, the Stockholders' Agreement provided that if a Stockholder wished
to sell any Stockholder Shares (as defined in the Stockholders' Agreement), the
Stockholder was required to give notice to the other Stockholders and allow the
Stockholders the opportunity to purchase all of the Stockholder Shares being
offered. The Termination Agreement between NaPro, IVAX , D&N and BNP terminated
a number of agreements between various Filers, including the Stockholders'
Agreement. On June 19, 1998, NaPro, D&N, Mr. Shaykin and Drs. Ainsworth, Pilia,
and Helson executed an agreement terminating their respective rights and
obligations under the Stockholders' Agreement.

As a result of the termination of the Stockholders' Agreement, the
Filers, notwithstanding this or any prior filing to the contrary, disclaim and
have terminated their membership in any group for purposes of Rule 13d-5(b)(1)
of the Act with respect to the Common Stock. As of the date of this filing, each
of Drs. Pilia and Helson and Mr. Shaykin individually hold less than 5% of the
Common Stock, and as a result of the termination of any group which may have
existed, Drs. Pilia and Helson and Mr. Shaykin are no longer subject to the
reporting requirements of Rule 13d-1 under the Act.

The Issuer entered into an Employment and Executive Stock Agreement
with each of Mr. Shaykin and Drs. Ainsworth, Pilia and Helson as of June 7, 1993
and amended and restated as of May 31, 1994 (the "Executive Agreements"). The
Executive Agreements contain provisions restricting the transfer of Executive
Stock (as defined in the Executive Agreements). Dr. Helson ceased to be an
executive of the Company on April 25, 1997 and the Executive Agreement relating
to Dr. Helson was terminated as of that date.

The Company, Mr. Shaykin, Drs. Ainsworth, Pilia and Helson, and (until
March 20, 1998) D&N were parties to a Registration Agreement dated as of June 7,
1993. Pursuant to the Registration Agreement, the Company granted to the parties
certain rights with respect to the registration, under the Securities Act, of
Common Stock then beneficially held by such holders plus any shares of Common
Stock such holders acquired thereafter (collectively, the "Registrable

<PAGE>

Securities"). Under the Registration Agreement, the parties to the Agreement may
require the Company, subject to certain limitations, to include all or any
portion of their Registrable Securities in a registration at the Company's
expense.

Pursuant to the terms of the Termination Agreement and the subsequent
agreement terminating the Stockholders' Agreement, IVAX and D&N are no longer
parties to the Stockholders' Agreement, the Paclitaxel Agreement, the Initial
Subscription Agreement, the Subsequent Subscription Agreement, the Registration
Agreement or the Registration Rights Agreement.

Item 7. Exhibits

Exhibit Description of Exhibit

1 Registration Agreement dated as of June 7, 1993 and amended as of
August 1, 1994, by and among NaPro, D&N, Sterling K. Ainsworth,
Patricia A. Pilia, Leonard P. Shaykin, and Lawrence Helson. (1)

2 Amended and Restated Stockholders Agreement dated as of May 31,
1994 by and among NaPro, D&N, Sterling K. Ainsworth, Patricia A.
Pilia, Leonard P. Shaykin, and Lawrence Helson. (1)

3 Amended and Restated Employment and Executive Stock Agreement
dated as June 7, 1993 and amended and restated as of May 31, 1994
between NaPro and Leonard P. Shaykin. (1)

4 Amended and Restated Employment and Executive Stock Agreement
dated as June 7, 1993 and amended and restated as of May 31, 1994
between NaPro and Sterling K. Ainsworth. (1)

5 Amended and Restated Employment and Executive Stock Agreement
dated as June 7, 1993 and amended and restated as of May 31, 1994
between NaPro and Patricia A. Pilia. (1)

6 Amended and Restated Employment and Executive Stock Agreement
dated as of June 7, 1993 and amended and restated as of May 31,
1994 between NaPro and Lawrence Helson. (1)

7 Stock Option Agreement between NaPro and Sterling K. Ainsworth.
(1)

8 Stock Option Agreement between NaPro and Patricia A. Pilia. (1)

9 Warrant Purchase Agreement dated as of March 29, 1996 between
Leonard P. Shaykin and D&N. (2)

10 Termination Agreement, dated as of March 20, 1998 among IVAX,
D&N, BNP, and NaPro. (3)

<PAGE>

11 Warrant Agreement, dated as of March 20, 1998 between D&N,
Leonard P. Shaykin and NaPro. (3)

12 Amended Joint Filing Agreement between IVAX, D&N, Leonard P.
Shaykin, Sterling K. Ainsworth, Patricia A. Pilia and Lawrence
Helson.

(1) Incorporated herein by reference from the Registration Statement on
Form S-1 of NaPro, filed with the Commission on July 24, 1994 (File No.
333-42419).

(2) Incorporated herein by reference to the Filers' Amendment No. 1 to
Schedule 13D dated April 15, 1996.

(3) Incorporated herein by reference to NaPro's Current Report on Form 8-K,
dated March 20, 1998 (File No. 1-24320)

<PAGE>

Signatures:

After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

September ____, 1998

- ----------------------
Leonard P. Shaykin

- ----------------------
Sterling K. Ainsworth

- ----------------------
Patricia A. Pilia

- ----------------------
Lawrence Helson

IVAX Corporation

- ----------------------
By: Thomas E. Beier
Senior Vice President-Finance and Chief Financial Officer

D&N Holding Company

- ----------------------
By: Thomas E. Beier
President

<PAGE>

JOINT FILING AGREEMENT

The Joint Filing Agreement, dated April 15, 1996 (the "Agreement"),
among the undersigned is hereby amended as follows:

The attached Amendment No. 2 to Schedule 13D shall be filed jointly by the
undersigned parties. Thereafter, the Agreement shall terminate.

September , 1998

- ----------------------
Leonard P. Shaykin

- ----------------------
Sterling K. Ainsworth

- ----------------------
Patricia A. Pilia

- ----------------------
Lawrence Helson

IVAX Corporation

- ----------------------
By: Thomas E. Beier
Senior Vice President-Finance and Chief Financial Officer

D&N Holding Company

- ----------------------
By: Thomas E. Beier
President

<PAGE>

APPENDIX A

The following information is set forth as to directors and persons who
may be deemed to be executive officers of IVAX.

NAME AND POSITION
WITH IVAX EMPLOYER AND ADDRESS POSITION

<S> <C> <C>
Mark Andrews Louis Dreyfus Natural Gas Vice Chairman of the
Director Corporation Board
1331 Lamar Street, Suite 900
Houston, TX 77010-3088
Ernst Biekert, Ph.D. University of Heidelberg Professor
Director Weinheimerstr. 21
Limburgerhof
Germany 67117
Charles M. Fernandez Continucare Chairman of the Board of
Director Nationsbank Building Directors, Chief Executive
100 S.E. 2nd Street, 36th Floor Officer and President
Miami, FL 33131
Neil Flanzraich IVAX Corporation Vice Chairman of the
Vice Chairman of the Board of 4400 Biscayne Boulevard Board of Directors and
Directors and President Miami, FL 33137 President
Jack Fishman, Ph.D. IVAX Corporation Director
Director 4400 Biscayne Boulevard
Miami, FL 33137
Phillip Frost, M.D. IVAX Corporation Chairman of the Board of
Chairman of the Board 4400 Biscayne Boulevard Directors and Chief
of Directors and Chief Miami, FL 33137 Executive Officer
Executive Officer
Jane Hsiao, Ph.D. IVAX Corporation Vice Chairman of the
Vice Chairman of the Board of 4400 Biscayne Boulevard Board of Directors -
Directors - Technical Affairs Miami, FL 33137 Technical Affairs and
and Chief Technical Officer Chief Technical Officer
Issac Kaye Norton Healthcare, Ltd. Deputy Chief Executive
Deputy Chief Executive Gemini House - Flex Meadow Officer and Director
Officer and Director Harlow - Essex CM19 5TJ
England

<PAGE>

Rafick G. Henein IVAX Corporation President and Chief
Senior Vice President 4400 Biscayne Boulevard Executive Officer of
Miami, FL 33137 Zenith Goldine
Pharmaceuticals, Inc.

</TABLE>

Except for Dr. Biekert, who is a citizen of Germany, and Mr. Kaye who is a
citizen of Ireland, all such individuals are citizens of the United States of
America.

The following information is set forth as to directors and persons who
may be deemed executive officers of D&N.

NAME AND POSITION
WITH D&N EMPLOYER AND ADDRESS POSITION
<S> <C> <C>

Thomas E. Beier IVAX Corporation Chief Financial Officer
President and Director 4400 Biscayne Boulevard
Miami, FL 33137

</TABLE>

<PAGE>

The following Amendment 1 to Schedule 13D is filed with this Amendment 2
to Schedule 13D in accordance with the requirements of Rule 13d-2(e) of the
Securities Exchange Act of 1934.

<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NaPro BioTherapeutics, Inc.
- --------------------------------------------------------------------------------

(Name of Issuer)

Common Stock, $.0075 Par Value
- --------------------------------------------------------------------------------

(Title of Class of Securities)

630795102
-----------------------------------------------------

(CUSIP Number)

Kai Larson, NaPro BioTherapeutics, Inc., 6304 Spine Road, Unit A, Boulder,
Colorado 80301 Phone: (303) 530-3891/Fax: (303)530-1296
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

March 29, 1996
----------------------------------------------------------------

(Date of Event which Requires Filing of this Statement)

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-a(a) for other parties to whom copies are to be
sent.

<PAGE>

CUSIP No. 630795102 13D Page 2 of 33 Pages
- --------------------------------------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Leonard P. Shaykin
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

See Item 5, description of Stockholder's Agreement. (a) |X|

(b) |_|
----------------------------------------------------------------------
3 SEC USE ONLY

----------------------------------------------------------------------
4 SOURCE OF FUNDS*

See Item 4

----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) |_|

----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

United States citizen
----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

1,182,742 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
8 SHARED VOTING POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1,182,742 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

See Item 5, description of Stockholder's Agreement
----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,182,742
----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See Item 5 |X|
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.1
----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
----------------------------------------------------------------------
<PAGE>

CUSIP No. 630795102 13D Page 3 of 33 Pages
- --------------------------------------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sterling K. Ainsworth
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

See Item 5, description of Stockholder's Agreement. (a) |X|

(b) |_|
----------------------------------------------------------------------
3 SEC USE ONLY

----------------------------------------------------------------------
4 SOURCE OF FUNDS*

See Item 4

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) |_|

----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

United States citizen
----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

1,065,469 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
8 SHARED VOTING POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1,065,469 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,065,469
----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See Item 5 |X|
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.3
----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
----------------------------------------------------------------------

<PAGE>
CUSIP No. 630795102 13D Page 4 of 33 Pages
- --------------------------------------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Patricia A. Pilia
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

See Item 5, description of Stockholder's Agreement. (a) |X|

(b) |_|
----------------------------------------------------------------------
3 SEC USE ONLY

----------------------------------------------------------------------
4 SOURCE OF FUNDS*

See Item 4

----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) |_|

----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

United States citizen
----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

279,279 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
8 SHARED VOTING POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

279,279 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

279,279
----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See Item 5 |X|
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.3
----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
----------------------------------------------------------------------
<PAGE>

CUSIP No. 630795102 13D Page 5 of 33 Pages
- --------------------------------------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Lawrence Helson
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

See Item 5, description of Stockholder's Agreement. (a) |X|

(b) |_|
----------------------------------------------------------------------
3 SEC USE ONLY

----------------------------------------------------------------------
4 SOURCE OF FUNDS*

See Item 4

----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) |_|

----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION)

United States citizen
----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
- -----------------
221,666 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
8 SHARED VOTING POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

221,666 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

221,666
----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See Item 5 |X|
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6
----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

IN
----------------------------------------------------------------------
<PAGE>

CUSIP No. 630795102 13D Page 6 of 33 Pages
-------------------------------------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

IVAX Corporation, IRS Number: 16-1003559
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

See Item 5, description of Stockholder's Agreement. (a) |X|

(b) |_|
----------------------------------------------------------------------
3 SEC USE ONLY

----------------------------------------------------------------------
4 SOURCE OF FUNDS*

See Item 4

----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) |_|

----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Florida
----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

1,126,398 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
8 SHARED VOTING POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1,126,398 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,126,398
--------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See Item 5 |X|
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.2
----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

CO
----------------------------------------------------------------------

SEC 1745 (2/92)

<PAGE>

CUSIP No. 630795102 13D Page 7 of 33 Pages
-------------------------------------------------------------------------------

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

D&N Holding Company, IRS Number: 51-0344765
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

See Item 5, description of Stockholder's Agreement. (a) |X|

(b) |_|

----------------------------------------------------------------------
4 SOURCE OF FUNDS*

See Item 4

----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) |_|

----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

1,126,398 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
8 SHARED VOTING POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER

1,126,398 See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER

See Item 5, description of Stockholder's Agreement
-------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,126,398

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See Item 5 |X|
----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.2
----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

CO
----------------------------------------------------------------------

SEC 1745 (2/92)

<PAGE>

Amendment No. 1 to Schedule 13D

This Amendment No. 1 to Schedule 13D is filed jointly on behalf of six
persons consisting of four individuals, namely Sterling K. Ainsworth, Ph.D.;
Patricia A. Pilia, Ph.D.; Lawrence Helson, M.D.; and Leonard P. Shaykin, and two
corporations, namely IVAX Corporation, a Florida corporation ("IVAX") and D&N
Holding Corporation, a Delaware corporation and wholly owned subsidiary of IVAX
("D&N") (collectively, the "Filers"). The four individuals have previously filed
individually statements on Schedule 13D or 13G and filed this original Schedule
13D on August 21, 1995 as a group. IVAX and D&N have also previously filed
statements on Schedule 13G as a group. This is the first filing where the Filers
are filing as a group. A Joint filing Agreement is attached hereto as Exhibit 7.

This Amendment No.1 to Schedule 13D amends and updates the previously
filed statements on Schedule 13D and 13G to reflect a recent transaction by Mr.
Shaykin whereby Mr. Shaykin acquired from D&N a stock purchase warrant to
acquire Common Stock (as defined below) of the Company (as defined below).

Item 1. Security and Issuer

The class of equity securities to which this statement relates is
the Common Stock, $.0075 par value (the "Common Stock") of NaPro
BioTherapeutics, Inc., a Delaware Corporation ("NaPro," the "Issuer" or the
"Company") whose principal executive offices are located at 6304 Spine Road,
Unit A, Boulder, CO 80301. The Issuer is a pharmaceutical company.

Item 2. Name and Background

a) The Filers are four individuals, Sterling K. Ainsworth,
Ph.D.; Patricia A. Pilia, Ph.D; Lawrence Helson, M.D.; and Leonard P. Shaykin,
and two corporations, IVAX and D&N.

b) The business address of each of the individual Filers is: c/o
NaPro BioTherapeutics, Inc. 6304 Spine Road, Unit A, Boulder, CO 80301. The
business address of IVAX is 8800 N.W. 36th Street, Miami, Florida 33178-2404.
The business address of D&N is c/o The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

c) Dr. Ainsworth is President, C.E.O., and a member of the Board
of Directors of the Issuer.

Dr. Pilia is Vice President, C.E.O., and a member of the Board of
Directors of the Issuer.

-1-

<PAGE>

Dr. Helson is Vice President, Clinical Research, and a member of the
Board of Directors of the Issuer.

Mr. Shaykin is Chairman of the Board of Directors of the Issuer. He is
also a principal at Shaykin & Company, a private investment holding firm with
offices at 375 Park Avenue, Suite 1401, New York, New York 10152. Mr. Shaykin is
Chairman of the Board of Kimeragen, Inc.,a privately-held gene therapy company,
with offices at 375 Park Avenue, Suite 1401, New York, New York 10152. Mr.
Shaykin is a trustee of The Jackson Laboratories, a charitable foundation with
offices at 600 Main Street, Bar Harbor, Maine 04609. He is a Member of the
Council on the Graduate School of Business of the University of Chicago, an
institution of higher learning with offices at 1101 East 58th Street, Chicago,
Illinois 60637. He is Chairman of the Neuroblastoma Foundation, a charitable
foundation with offices at 375 Park Avenue, Suite 1401, New York, New York
10152.

IVAX is a corporation incorporated in the State of Florida.

D&N is a corporation incorporated in the State of Delaware.

d) None of the Filers have had any criminal convictions in the
past five years.

e) None of the Filers have been enjoined from violations of
federal or state securities laws, prohibited or required to undertake any
activity pursuant to such laws or been subject to any finding of violation of
such laws at any time during the past five years.

f) All of the Filers are citizens of the United States.

Item 3. Source and Amount of Funds

See Item 4.

Item 4. Purpose of Transaction

Mr. Shaykin has purchased the Warrant (as defined below) for
general investment purposes and D&N has sold the Warrant for general investment
purposes.

Description of Transaction

D&N was the record and beneficial owner of a Stock Purchase
Warrant dated June 7, 1993 (the "Warrant") evidencing the right to purchase
111,111 shares of Common Stock.

On March 29, 1996, Mr. Shaykin entered into the Warrant Purchase Agreement
(the "Warrant Purchase Agreement"), a copy of which is attached hereto as
Exhibit 8, with D&N. Pursuant to the Warrant Purchase Agreement, Mr. Shaykin
purchased the Warrant for a purchase

-2-

<PAGE>

price of $944,443.50. The purchase price was paid through the issuance by Mr.
Shaykin to D&N of a promissory note in the amount of the Purchase Price secured
by a pledge by Mr. Shaykin to D&N of a certificate(s) representing 50,000 shares
of Common Stock.

The other filers, Dr. Ainsworth, Dr. Pilia and Dr. Helson, were involved in
no transactions in the Issuer's securities since their last filed statement on
this Schedule 13D on August 21, 1995.

Item 5. Present Ownership of Issuer's Shares

Beneficial ownership of Common Stock calculations for the Filers
exclude shares which may be beneficially owned as a consequence of the Filers'
participation in the Stockholders Agreement (as defined herein). All
determinations of percentage ownership are made pursuant to Rule 13d-3.

As of the date hereof, Mr. Shaykin is the beneficial owner of 1,182,742
shares of Common Stock, representing 13.1% of the Issuer's outstanding Common
Stock. These totals do not include 43,333 shares gifted by Mr. Shaykin to
certain relatives and other persons, as to which Mr. Shaykin disclaims
beneficial ownership. The totals include warrants evidencing the right to
purchase 509,778 shares of Common Stock.

As of the date hereof, Dr. Ainsworth is the beneficial owner of
1,065,469 shares of Common Stock, representing 12.3% of the Issuer's outstanding
Common Stock. These totals include 122,667 shares of Common Stock issuable upon
exercise of non-plan options granted to Dr. Ainsworth in connection with the
formation of the Company in 1991 and 42,550 shares of Common Stock gifted by Dr.
Ainsworth to relatives and certain other persons which Dr. Ainsworth may be
deemed to beneficially own by virtue of holding powers of attorney to vote and
take certain other actions with respect to such shares. Dr. Ainsworth, who is
engaged to be married to Dr. Pilia, disclaims beneficial ownership of the shares
of Common Stock beneficially owned by Dr. Pilia and the gifted shares over which
Dr. Ainsworth holds powers of attorney.

As of the date hereof, Dr. Pilia is the beneficial owner of 279,279
shares of Common Stock, representing 3.3% of the Issuer's outstanding Common
Stock. These totals include 36,800 shares of Common Stock issuable upon exercise
of non-plan options granted to Dr. Pilia in connection with the formation of the
Company in 1991 and 10,800 shares of Common Stock gifted by Dr. Pilia to
relatives and certain other persons which Dr. Pilia may be deemed to
beneficially own by virtue of holding powers of attorney to vote and take
certain other actions with respect to such shares. Dr. Pilia, who is engaged to
be married to Dr. Ainsworth, disclaims beneficial ownership of the shares of
Common Stock beneficially owned by Dr. Ainsworth and the gifted shares over
which Dr. Pilia holds powers of attorney.

As of the date hereof, Dr. Helson is the beneficial owner of 221,666
shares of Common Stock, representing 2.6% of the Issuer's outstanding Common
Stock.

-3-

<PAGE>

As of the date hereof IVAX and D&N are the beneficial owners of
1,126,398 shares of Common Stock, representing 13.21% of the Issuer's
outstanding Common Stock.

IVAX, Mr. Shaykin, Drs. Ainsworth, Pilia and Helson (collectively, the
"Stockholders") and the Issuer are parties to an amended Stockholders Agreement
dated as of June 7, 1993 and amended and restated as of May 31, 1994 by and
among the Company, Mr. Shaykin, Drs. Ainsworth, Pilia and Helson, and D&N
pursuant to which, among other things, each of the Stockholders is obligated to
vote for the election of Dr. Ainsworth (as long as he owns beneficially, (before
taking into consideration any shares issuable upon exercise or conversion of
outstanding options and warrants or convertible securities, respectively), 10%
or more of the outstanding Common Stock) and two individuals designated by D&N
to the Company's board of directors (the "Board of Directors"). These designees
currently are Dr. Phillip Frost and Mr. Richard C. Pfenniger, both of whom are
officers of IVAX. By virtue of this provision of the Stockholders Agreement,
each of the Stockholders may be deemed to share the power to vote or direct the
vote of the shares deemed beneficially owned by the parties to the Stockholders
Agreement with each of the other parties to the Stockholders Agreement. Each of
the Stockholders disclaims that it, he, or she and any one or more other parties
to the Stockholders Agreement constitute a group under Rule 13d-5(b)(1) of the
Act, pursuant to which such group may be deemed to beneficially own the shares
directly held by each of the Stockholders.

Assuming that the Stockholders constitute a group under Rule 13d-5(b)(1)
of the Act, pursuant to which such group may be deemed to beneficially own the
shares directly held by each of the Stockholders, the Stockholders as a group
then beneficially own 3,875,554 shares of Common Stock, representing
approximately 42.2% of the Company's outstanding shares of Common Stock.

The ownership of the Company's Common Stock by IVAX Corporation and its
affiliates is as follows (Such information is to the Filers' best information
and belief, based upon Company records and information supplied by IVAX to the
Company on Schedule 13G.):

-4-

<PAGE>

Beneficial Owner Number of Shares Percent of Class
Phillip Frost
c/o IVAX Corporation
8800 Northwest 36th Street
Miami, Florida 33178 5,000(1) *
Richard C. Pfenniger, Jr.
c/o IVAX Corporation
8800 Northwest 36th Street
Miami, Florida 33178 6,000(2) *
IVAX Corporation
D&N Holding Company
c/o IVAX Corporation
8800 Northwest 36th Street
Miami, Florida 33178 1,126,398(3) 13.2%
Total for IVAX and Affiliates 1,137,398 13.3%
- --------------------
(1) Represents shares of Common Stock issuable upon exercise of non-plan
options granted to Dr. Frost as compensation for serving on the Board of
Directors. Does not include options which are not exercisable within the
following six months to purchase 5,000 shares of stock granted under the 1994
Plan, pursuant to the formula regarding compensation of non-employee directors.

(2) Represents shares of Common Stock issuable upon exercise of non-plan
options granted to Mr. Pfenniger as compensation for serving on the Board of
Directors and the compensation committee thereof. Does not include options which
are not exercisable within the following six months to purchase 5,000 shares of
stock granted under the 1994 Plan, pursuant to the formula regarding
compensation of non-employee directors.

(3) Such shares of held directly by D&N. Mr. Pfenniger is an officer and
director of D&N and Mr. Pfenniger and Dr. Frost are executive officers of IVAX,
and the Filers have been advised that Dr. Frost beneficially owns approximately
12.2% of IVAX's voting securities. Dr. Frost and Mr. Pfenniger disclaim
beneficial ownership of the shares of Common Stock held by D&N.

Item 6. Contracts and Arrangements Regarding Issuer's Securities

The Filers are parties to an amended Stockholders Agreement,
described in Item 5 above.

The Issuer entered into an Employment and Executive Stock Agreement with
each of Mr. Shaykin and, Drs. Ainsworth, Pilia and Helson as of June 7, 1993 and
amended and restated effective as of May 31, 1994 (the "Executive Agreements").
Each of Mr. Shaykin and, Drs. Ainsworth, Pilia and Helson purchased Common Stock
pursuant to the Executive Agreement (the "Executive Stock"). The purchase price
for such shares was $1.05 per share and was represented in part by promissory
notes in favor of the Company (the "Executive Notes"). The shares of Common

-5-

<PAGE>

Stock acquired by each of Mr. Shaykin, Drs. Ainsworth, Pilia and Helson are
pledged to the Company pursuant to a pledge agreement as security for payment of
each Executive Note. The Executive Agreement also contains provisions
restricting the transfer of Executive Stock and requiring each of Mr. Shaykin
and, Drs. Ainsworth, Pilia and Helson to sell his Executive Stock under certain
circumstances if the Board of Directors approves a Sale of the Company (as
defined in the Executive Agreement). Commencing May 9, 1995, each of Mr.
Shaykin, Drs. Ainsworth, Pilia and Helson was permitted to repay all or part of
the outstanding principal and/or interest on his Executive Note by remitting to
the Company shares of his Common Stock, valued for such purposes in an amount
equal to the average of the last reported selling price of the Common Stock for
the five trading days prior to remittance multiplied by the number of shares
remitted. The transactions consummated on August 14, 1995 by Drs. Ainsworth,
Pilia and Helson were undertaken pursuant to these agreements.

The Filers, except for IVAX, are a party to a Registration
Agreement dated as of June 7, 1993 by and among the Company, D&N, Mr. Shaykin
and Drs. Ainsworth, Pilia and Helson (the "Registration Agreement"). Pursuant to
this Agreement, the Company granted to the parties certain rights with respect
to registration under the Securities Act Common Stock then beneficially held by
such holders plus any shares of Common Stock such holders acquire hereafter
(collectively, the "Registrable Securities"). Under the Registration Agreement,
the parties to the Agreement may require the Company, subject to certain
limitations, to include all or any portion of their Registrable Securities in a
registration at the Company's expense.

Mr. Shaykin and D&N are party to the Warrant Purchase Agreement, as
described in Item 4 above.

Item 7. Exhibits

Exhibit Page No. Description of Exhibit
1 N/A Registration Agreement dated as of June 7, 1993 and amended as
of August 1, 1994, by and among the Company, D&N Holding
Company, Sterling K. Ainsworth, Patricia A. Pilia, Leonard P.
Shaykin, and Lawrence Helson. (Previously Filed).
2 N/A Amended and Restated Stockholders Agreement dated as of June
7, 1993 and amended and restated as of May 31, 1994 by and
amongthe Company, D&N Holding Company, Sterling K. Ainsworth,
Patricia A. Pilia, Leonard P. Shaykin, and Lawrence Helson.
(Previously Filed).

-6-

<PAGE>

3 N/A Amended and Restated Employment and Executive Stock
Agreement dated as June 7, 1993 and amended and restated as
of May 31, 1994 between the Company and Leonard P. Shaykin.
(includes Promissory Note and Pledge Agreement). (Previously
Filed).

4 N/A Amended and Restated Employment and Executive Stock
Agreement dated as June 7, 1993 and amended and restated as
of May 31, 1994 between the Company and Sterling K
Ainsworth. (includes Promissory Note and Pledge Agreement).
(Previously Filed).

5 N/A Amended and Restated Employment and Executive Stock
Agreement dated as June 7, 1993 and amended and restated as
of May 31, 1994 between the Company and Patricia A. Pilia.
(includes Promissory Note and Pledge Agreement). (Previously
Filed).

6 N/A Amended and Restated Employment and Executive Stock
Agreement dated as of June 7, 1993 and amended and restated
as of May 31, 1994 between the Company and Lawrence Helson.
(includes Promissory Note and Pledge Agreement). (Previously
Filed).

7 [ ] Joint Filing Agreement between IVAX Corporation, D&N Holding
Company, Leonard P. Shaykin, Sterling K. Ainsworth, Patricia
A. Pilia and Lawrence Helson.

8 [ ] Warrant Purchase Agreement dated as of March 29, 1996
between Leonard P. Shaykin and D&N Holding Company.

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Signatures:

After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

April ____, 1996

- ----------------------
Leonard P. Shaykin

- ----------------------
Sterling K. Ainsworth

- ----------------------
Patricia A. Pilia

- ----------------------
Lawrence Helson

IVAX Corporation

By: _________________
Name:
Title:

D&N Holding Company

By: _________________
Name:
Title:

-8-

<PAGE>

EXHIBIT 7

JOINT FILING AGREEMENT

The undersigned parties agree, as of April ___, 1996, that the attached
Amendment No. 1 to Schedule 13D and all subsequent amendments thereto, unless
otherwise agreed, relating to shares of NaPro BioTherapeutics, Inc., shall be
filed jointly and on behalf of each of them.

- ----------------------
Leonard P. Shaykin

- ----------------------
Sterling K. Ainsworth

- ----------------------
Patricia A. Pilia

- ----------------------
Lawrence Helson

IVAX Corporation

By: _________________
Name:
Title:

D&N Holding Company

By: _________________
Name:
Title:

-9-

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