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Vice President of Finance Employment Agreement

This is an actual contract by Synta Pharmaceuticals.

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: February 16, 2004
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Exhibit 10.17


February 16, 2004


Keith Ehrlich [ADDRESS]


Dear Keith:


On behalf of Synta Pharmaceuticals, I am pleased to offer you the position of Vice President of Finance & Administration reporting to Safi Bahcall, the Chief Executive Officer of Synta Pharmaceuticals Corp. (hereinafter "Synta Pharmaceuticals" or the "Company").


1. START DATE: Your first day of employment will be on March 1, 2004.


2. COMPENSATION: Your initial base salary will be $175,000 annually payable on a semi-monthly basis, from which all applicable taxes and other customary employment-related deductions will be taken.


3. BONUSES: You will be eligible to receive annual performance based bonuses. Cash bonuses for fully meeting and exceeding expectations under the Company's proposed bonus program are expected to be in the 10-20% range, with a full target level of 20%. Such bonus, if any, will be at the discretion of the Company's Board of Directors.


4. STOCK OPTION: Subject to the approval of the Company's Board of Directors, you will be granted a non-qualified stock option to purchase a total of 150,000 shares of the Company's common stock. The shares will vest pursuant to the terms of the Synta Pharmaceuticals Corp. 2001 Stock Plan (the "Plan") and a formal stock option agreement that you will receive after the grant is approved. All stock option grants shall be priced at the fair market value on the grant date, which will be your first day of employment. Provided that you are still employed by the Company, the Option shall become exercisable in cumulative installments of 43,752 of the Stock Right Shares on the one-year anniversary of your grant date, and thereafter 8,854 of the Stock Rights Shares upon the end of each following calendar quarter.


In the event the Company terminates your employment without cause, the Company will vest your options on an accelerated schedule of monthly vesting over four years, with the grant date of January 1, 2004 and vesting up to your last day of employment. Concurrently with the receipt of these accelerated-vested stock options, and as a condition to such receipt, you shall execute and deliver to the Company your written release of the Company from any and all claims and causes of action against the Company arising in connection with your employment with the Company.


For purposes of this letter, termination "without cause" shall include, but not be limited to, your resignation following a significant and material diminution in your title, salary, duties or responsibilities by the Company or a requirement that you relocate to an office more than 50 miles from Lexington, MA, The preceding sentence notwithstanding, "cause" shall include (but is not limited to): (i) any substantial malfeasance or non-feasance of duty, (ii) any material


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breach by you of any of the terms of the Confidential Information Agreement and Non-Competition Agreement between you and the Company, (iii) any attempt by you to secure any improper personal profit In connection with the business of the Company or any of its affiliates, (iv) your conviction, or the entry of a pleading of guilty or nolo contendre by you to, any crime involving moral turpitude or any felony, or (v) any conduct substantially injurious or prejudicial to the business of the Company or its affiliates.


5. BENEFITS: As an employee, you will be eligible to participate in certain Company-sponsored benefit plans to the same extent as, and subject to the same terms, conditions and limitations applicable to other employees of the Company of similar rank and tenure. All benefits may be changed or modified from time to time at the Company's sole discretion.


6. EMPLOYMENT PERIOD: Your employment with the Company will be at-will, meaning that you will not be obligated to remain employed by the Company for any specified period of time; likewise, the Company will not be obligated to continue your employment for any specific period and may terminate your employment at any time, with or without cause. No provision of this letter shall be construed to create an express or implied employment contract.


7. CONTINGENCIES: Our employment offer to you is contingent upon (1) your execution of the standard form of Non-Competition, Confidentiality and Inventions Agreement (a copy of which is attached hereto as EXHIBIT A); (2) your ability, as required under federal law, to establish your employment eligibility as a U.S. citizen, a lawful permanent resident of the U.S. or an individual specifically authorized for employment by the Immigration and Naturalization Service; and (3) completion of a satisfactory background check. If any of the foregoing conditions are not met, this employment offer shall be null and void.


8. JURISDICTION AND WAIVER: In the case of any dispute, this offer of employment shall be interpreted under the laws of the Commonwealth of Massachusetts, By accepting this offer of employment, you agree that any action, demand, claim or counterclaim in connection with any aspect of your employment with the Company, or any separation of employment (whether voluntary or involuntary) from the Company, shall be resolved in a court of competent jurisdiction in Massachusetts by a judge alone, and you knowingly waive and forever renounce your right to a trial before a civil jury.


9. ORIENTATION: On your first day of employment, please see Human Resources for benefits orientation and enrollment at 9:30am.


We are very enthusiastic about the prospect of your joining us as a Synta Pharmaceuticals employee. Please indicate your acceptance of the foregoing by signing one enclosed copy of this letter and returning it to Human Resources within seven days of the date of this letter. After that date, this offer will lapse. Please contact us immediately if you need additional time to decide.


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Sincerely,


/s/ SAFI BAHCALL - -------------------------- Safi Bahcall Chief Executive Officer SYNTA PHARMACEUTICALS CORP.


Agreed to and accepted:


Name: /s/ KEITH EHRLICH Date: 2/19/04
---------------------------------- ----------------


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EXHIBIT A


Synta Pharmaceuticals Corp.
45 Hartwell Avenue
Lexington, MA 02421


February 16, 2004


Keith Ehrlich [ADDRESS]


Dear Keith:


This letter is to confirm our understanding with respect to (i) your agreement not to compete with Synta Pharmaceuticals Corp. or its subsidiaries or affiliates (collectively, the "Company") and (ii) your agreement to protect and preserve information and property which is confidential and proprietary to the Company (the terms and conditions agreed to in this letter shall hereinafter be referred to as the "Agreement"). You hereby acknowledge and agree that you are an "at-will" employee and that no provision of this Agreement shall be construed to create an express or implied employment contract, or a promise of employment for a specific period of time, and the Company expressly reserves the right to end your employment at any time, with or without notice or cause.


In consideration of your employment by the Company, the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:


1. PROHIBITED COMPETITION AND SOLICITATION.


(a) CERTAIN ACKNOWLEDGMENTS AND AGREEMENTS.


(i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company.


(ii) You will devote your full time and efforts to the business of the Company and, during the period of your employment with the Company (the "Term") and for a period of twelve (12) months following termination of your employment (whether such termination is voluntary or involuntary), shall not participate, directly or indirectly, in any capacity, in any business which is competitive with the Company without the prior written consent of the Company. You acknowledge and agree that a business will be deemed competitive with the Company if it conducts research, performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services performed or products produced, manufactured, distributed or sold by the Company within the Field of Interest (as defined below) at any time during the period of your employment with the Company.


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(iii) You further acknowledge and agree that, during the course of your employment with the Company, the Company will furnish, disclose or make available to you confidential and proprietary information related to the Company's business and that the Company may provide you with unique and specialized training. You also acknowledge that such confidential information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such confidential information and training could be used by you to compete with the Company.


(b) NON-SOLICITATION. During the Term and for a period of twelve (12) months following termination of your employment, whether such termination is voluntary or involuntary, you shall not, without the prior written consent of the Company:


(i) either individually or on behalf of or through any third party, solicit, divert or appropriate or attempt to solicit, diver
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