Exhibit 10.1.2


 


PROMISSORY NOTE


 


$10,000,000


 


FOR VALUE RECEIVED, SYNTA PHARMACEUTICALS CORP., a Delaware
corporation located at the address stated below (“Borrower”), promises to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION or any subsequent holder
hereof (each, a “Lender”), the principal sum of TEN MILLION and 00/100 Dollars ($10,000,000).  All capitalized terms, unless otherwise
defined herein, shall have the respective meanings assigned to such terms in
the Agreement.


 


This Promissory Note is
issued pursuant to that certain Loan and Security Agreement, dated as of September 30,
2010, among Borrower, the guarantors from time to time party thereto, General
Electric Capital Corporation, as agent, the other lenders signatory thereto,
and Lender (as amended, restated, supplemented or otherwise modified from time
to time, the “Agreement”), is one of the Notes referred to therein, and
is entitled to the benefit and security of the Debt Documents referred to
therein, to which Agreement reference is hereby made for a statement of all of
the terms and conditions under which the loans evidenced hereby were made.


 


The principal amount of the
indebtedness evidenced hereby shall be payable in the amounts and on the dates
specified in the Agreement.  Interest
thereon shall be paid until such principal amount is paid in full at such
interest rates and at such times as are specified in the Agreement.  The terms of the Agreement are hereby
incorporated herein by reference.


 


All payments shall be
applied in accordance with the Agreement. 
The acceptance by Lender of any payment which is less than payment in
full of all amounts due and owing at such time shall not constitute a waiver of
Lender’s right to receive payment in full at such time or at any prior or subsequent
time.


 


All amounts due hereunder
and under the other Debt Documents are payable in the lawful currency of the
United States of America.  Borrower
hereby expressly authorizes Lender to insert the date value as is actually given
in the blank space on the face hereof and on all related documents pertaining
hereto.


 


This Note is secured as
provided in the Agreement and the other Debt Documents.  Reference is hereby made to the Agreement and
the other Debt Documents for a description of the properties and assets in
which a security interest has been granted, the nature and extent of the
security interest, the terms and conditions upon which the security interest
was granted and the rights of the holder of the Note in respect thereof.


 


Time is of the essence
hereof.  If Lender does not receive from
Borrower payment in full of any Scheduled Payment or any other sum due under
this Note or any other Debt Document within 5 days after its due date, Borrower
agrees to pay the Late Fee in accordance with the Agreement.  Such Late Fee will be immediately due and
payable, and is in addition to any other costs, fees and expenses that Borrower
may owe as a result of such late payment.


 


This Note may be voluntarily
prepaid only as permitted under Section 2.4 of the Agreement.  After an Event of Default, this Note shall
bear interest at a rate per annum equal to the Default Rate pursuant to Section 2.6
of the Agreement.


 


Borrower and all parties now
or hereafter liable with respect to this Note, hereby waive presentment, demand
for payment, notice of nonpayment, protest, notice of protest, notice of
dishonor, and all other notices in connection herewith, as well as filing of
suit (if permitted by law) and diligence in collecting this Note or enforcing
any of the security hereof, and agree to pay (if permitted by law) all expenses



 

















 


incurred in collection,
including reasonable attorneys’ fees and expenses, including without
limitation, the allocated costs of in-house counsel.


 


THIS NOTE
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.


 


No variation or modification
of this Note, or any waiver of any of its provisions or conditions, shall be
valid unless such variation or modification is made in accordance with Section 10.8
of the Agreement.   Any such waiver,
consent, modification or change shall be effective only in the specific
instance and for the specific purpose given.


 


IN WITNESS
WHEREOF, Borrower has duly executed
this Note as of the date first above written.


 


	
   

  	
  SYNTA
  PHARMACEUTICALS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith Ehrlich

  
	
   

  	
  Name:

  	
  Keith Ehrlich

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Federal Tax ID #:
  04-3508648

  
	
   

  	
  Address:

  	
  45
  Hartwell Avenue

  
	
   

  	
   

  	
  Lexington,
  Massachusetts 02421