SYNTA PHARMACEUTICALS CORP.
February ___, 2007
BEAR, STEARNS & CO., INC.
LEHMAN BROTHERS INC.
as representatives of the several Underwriters
c/o Bear, Stearns & Co., Inc.
383 Madison Avenue
New York, New York 10179
c/o Lehman Brothers Inc
745 Seventh Avenue
New York, New York 10019
Synta Pharmaceuticals Corp., a corporation organized and existing under the
laws of Delaware (the "Company"), proposes, subject to the terms and conditions
stated in this agreement (this "Agreement"), to issue and sell to the several
underwriters named in Schedule I hereto (the "Underwriters") an aggregate of
6,000,000 shares (the "Firm Shares") of its common stock, par value $ .0001 per
share (the "Common Stock"), and, for the sole purpose of covering
over-allotments in connection with the sale of the Firm Shares, at the option of
the Underwriters, up to an additional 900,000 shares (the "Additional Shares")
of Common Stock. The Firm Shares and any Additional Shares purchased by the
Underwriters are referred to herein as the "Shares". Bear, Stearns & Co. Inc.
("Bear Stearns") and Lehman Brothers Inc. ("Lehman Brothers") are acting as the
"Lead Managers" in connection with the offering and sale of the Shares
contemplated herein (the "Offering").
The Company also proposes, subject to the terms of this agreement (this
"Agreement"), the applicable rules, regulations and interpretations of the NASD
(as defined below) and all other applicable laws, rules and regulations, that up
to 5% of the Firm Shares (the "Directed Shares") shall be reserved for sale by
the Underwriters to certain officers, directors, employees and other persons
designated by the Company ("Directed Share
Purchasers"). To the extent that sales of Directed Shares are not orally
confirmed for purchase by Directed Share Purchasers by 8 a.m. (Eastern) on the
first trading day after the date of this Agreement, the Directed Shares will be
offered to the public as part of the Offering.
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to, and agrees with, each of the Underwriters, as of the date
(a) The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the Shares, on Form S-1 (No.
333-138894) (the initial filing and all pre-effective amendments thereto
collectively being referred to as the "Initial Registration Statement"); and
such Initial Registration Statement, and any post-effective amendment thereto,
each in the form previously delivered to you, have been declared effective by
the Commission, in such form. Other than a registration statement, if any,
increasing the size of the Offering (a "Rule 462(b) Registration Statement")
filed pursuant to Rule 462(b) under the Securities Act, which will become
effective upon filing, no other document with respect to the Initial
Registration Statement has heretofore been filed with the Commission. The
various parts of the Initial Registration Statement and the 462(b) Registration
Statement, if any, including all exhibits thereto and including the information
contained in the form of final prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act in accordance with Section 4(a) hereof and