Exhibit 10.31  FORM OF SEVERANCE AND CHANGE OF CONTROL AGREEMENT WITH VICE PRESIDENTS  This
Agreement (the Agreement) is entered into as of the      
day of       ,       
by and between Synta Pharmaceuticals Corp., a Delaware corporation (the Company),
and                                      
(the Executive).  WHEREASExecutive is employed by the Company, and because
of such employment, possesses detailed knowledge of the Company and its
business and operations;  WHEREASExecutives continued service to the Company is
very important to the future success of the Company;  WHEREASthe Company desires to enter into this Agreement to
provide Executive with certain financial protection in the event that Executives
employment terminates under certain circumstances, and thereby to provide
Executive with incentives to remain with the Company; and  WHEREASthe Board of Directors of the Company (the Board)
acting through the Compensation Committee has determined that it is in the best
interests of the Company to enter into this Agreement.  NOW THEREFOREfor good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Executive agree as follows:  1.Definitions.  (a)Cause.  As used herein, Cause shall include (and is
not limited to): (i) dishonesty with respect to the Company or any
affiliate, parent or subsidiary of the Company; (ii) insubordination; (iii) substantial
malfeasance or nonfeasance of duty; (iv) unauthorized disclosure of
confidential information; (v) Executives breach of any material provision
of any employment, consulting, advisory, non-disclosure, invention assignment,
non-competition, or similar agreement between Executive and the Company; or (vi) conduct
substantially prejudicial to the business of the Company or any affiliate,
parent or subsidiary of the Company.  The
Board shall have sole discretion to determine the existence of Cause, and its
determination will be conclusive on Executive and the Company; provided that
the Board may delegate its power to act under this paragraph (a) to a
committee of the Board in which case the determination of such committee shall
be conclusive.  Cause is not limited to
events which have occurred prior to the termination of Executives service, nor
is it necessary that the Boards finding of Cause occur prior to such
termination.  If the Board determines,
subsequent to Executives termination of service, that either prior or
subsequent to Executives termination Executive engaged in conduct which would
constitute Cause, then Executive shall have no right to any benefit or
compensation under this Agreement.  (b)Change Of Control.  As used herein, a Change of Control shall
mean the occurrence of any of the
following events:  (i)Ownership.  Any Person
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becomes the Beneficial Owner (as defined in
Rule 13d-3 under said Act), directly or


indirectly,
of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Companys then outstanding voting
securities (excluding for this purpose any such voting securities held by the
Company, or any affiliate, parent or subsidiary of the Company, or by any employee
benefit plan of the Company) pursuant to a transaction or a series of related
transactions which the Board does not approve; or  (ii)Merger/Sale of Assets.  (A) A
merger or consolidation of the Company whether or not approved by the Board,
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or the parent of such corporation) at least
fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or parent of such
corporation, as the case may be, outstanding immediately after such merger or
consolidation; (B) or the stockholders of the Company approve an agreement
for the sale or disposition by the Company of all or substantially all of the
Companys assets; or  (iii)Change in Board Composition.  A change in the composition of the Board, as
a result of which fewer than a majority of the directors are Incumbent
Directors.  Incumbent Directors shall
mean directors who either (A) are directors of the Company as of the date
of this Agreement, or (B) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the Incumbent
Directors, or by a committee of the Board made up of at least a majority of the
Incumbent Directors, at the time of such election or nomination (but shall not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company).  (c)Good Reason.  As used herein, a Good Reason shall mean: (i) Executive,
as a condition of remaining an employee of the Company, is required to change
the principal location where Executive renders services to the Company to a
location more than fifty (50) miles from Executives then-current location of
employment; (ii) there occurs a material adverse change in Executives
duties, authority or responsibilities which causes Executives position with
the Company to become of significantly less responsibility or authority than
Executives position is on the date hereof; or (iii) there occurs a
material reduction in Executives base salary from Executives base salary
received on the date hereof, provided that
any notice of termination by Executive for Good Reason shall be given by
Executive within fifteen (15) days of Executives becoming aware of the
occurrence of the facts giving rise to such Good Reason. For purposes of this Agreement, Good
Reason shall be interpreted in a manner, and limited to the extent necessary,
so that it will not cause adverse tax consequences for either party with
respect to Section  2


409A of the Internal Revenue Code of 1986, as amended (Code Section 409A),
and any successor statute, regulation and guidance thereto.  (d)Base Salary.  As used herein, Base Salary shall mean Executives
annual base salary, excluding reimbursements, bonuses, benefits, and amounts
attributable to stock options and other non-cash compensation.  2.Severance
for Termination by the Company Other than For Cause or by Executive for Good
Reason.In the event
that (i) Executives employment is terminated by action of the Company
other than for Cause, or (ii) Executive terminates Executives employment
for Good Reason, then Executive shall receive the following (subject to
Executives execution of a release of claims as described in Section 7):  (a)Severance
Payments. 
Continuation of payments in an amount equal to Executives then-current
Base Salary for a three (3) month period less all customary and required
taxes and employment-related deductions, in accordance with the Companys normal payroll practices
(provided such payments will be made at least monthly.)  (b)Equity
Acceleration. 
Acceleration of vesting of any and all outstanding stock option awards
that would have vested during the period commencing on Executives date of
termination through and including the date that is three (3) months
following Executives date of termination.  (c)COBRA Payments.  Upon completion of the appropriate COBRA(1) forms,
and subject to all the requirements of COBRA, the Company shall continue
Executives participation in the
Companys health and dental insurance plans at the Companys cost
(except for Executives co-pay, if any, which shall be deducted from Executives
severance compensation) for the three (3) months following Executives
date of termination, to the same extent that such insurance is provided to
similarly situated Company executives, provided that
this benefit will cease and the Company will be under no obligation to provide
it if Executive has become eligible for coverage under another employers group
coverage, and Executive hereby agrees to notify the Company promptly and in
writing should that occur.  (d)No Duplication.  In the event that Executive is eligible for
the severance payments and benefits under Section 3 below,
Executive shall not be eligible for and shall not receive any of the severance
payments and benefits as provided in this Section 2.  3.Change
Of Control Severance.In the event that a Change of Control occurs
and within a period of one (1) year following the Change of Control,
either: (i) Executives employment is terminated other than for Cause, or (ii) Executive
terminates Executives employment for Good Reason, then Executive shall receive
the following (subject to Executives execution of a release of claims, as
described in Section 7):  
 (1)COBRA
is the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.  3


(a)Lump Sum
Severance Payment.  Within
thirty (30) days following Executives termination, payment of an amount equal
to twelve (12) months of Executives then-current Base Salary less all
customary and required taxes and employment-related deductions.  (b)Separation
Bonus.  Within thirty (30) days following
Executives termination, payment of a separation bonus in an amount equal to
the target annual bonus to which Executive may have been entitled for the year
in which Executive is terminated, prorated for the portion of the year in which
Executive was employed.  (c)Equity
Acceleration.  Full
acceleration as of the date of termination of vesting of any and all equity
awards outstanding immediately prior to termination.  (d)COBRA Payments.  Upon completion of the appropriate COBRA
forms, and subject to all the requirements of COBRA, the Company shall continue
Executives participation in the
Companys health and dental insurance plans at the Companys cost
(except for Executives co-pay, if any, which shall be deducted from Executives
severance compensation) for the twelve (12) months following Executives date
of termination, to the same extent that such insurance is provided to similarly
situated Company executives,provided that this benefit will cease and the Company will
be under no obligation to provide it if Executive has become eligible for
coverage under another employers group coverage, and Executive hereby agrees
to notify the Company promptly and in writing should that occur.  (e)No Duplication.  In the event that Executive is eligible for
the severance payments and benefits under Section 2 above,
Executive shall not be eligible for and shall not receive any of the severance
payments and benefits as provided in this Section 3.  4.No
Severance.In the event that Executives employment is
terminated for any reason other than those outlined in Sections 2 or 3,
then Executive shall have no right to any of the severance payments and
benefits provided under this Agreement.  5.Distribution
Limitation.If any payment or benefit Executive would
receive under this Agreement, when combined with any other payment or benefit
Executive receives pursuant to a Change of Control (for purposes of this
section, a Payment) would: (i) constitute a parachute payment
within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the Code); and (ii) but for this sentence, be subject
to the excise tax imposed by Section 4999 of the Code (the Excise Tax),
then such Payment shall be either: (x) the full amount of such Payment; or
(y) such lesser amount (with cash payments being reduced before stock
option compensation) as would result in no portion of the Payment being subject
to the Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local employments taxes, income taxes, and the
Excise Tax, results in Executives receipt, on an after-tax basis, of the
greater amount of the Payment notwithstanding that all or some portion of the
Payment may be subject to the Excise Tax.  4


6.Timing
Of Payments.Notwithstanding
any other provision with respect to the timing of payments under Sections 2
or 3, if, at the time of Executives termination, Executive is
deemed to be a specified employee of the Company (within the meaning of Code Section 409A(a)(2)(B)(i) and
any successor statute, regulation and guidance thereto (Code Section 409A)),
then limited only to the extent necessary to comply with the requirements of
Code Section 409A, any payments to which Executive may become entitled
under Sections 2 or 3 which are subject to Code Section 409A
(and not otherwise exempt from its application) will be withheld until the
first (1st) business day of the seventh (7th) month following the termination
of Executives employment, at which time Executive shall be paid an
aggregate amount equal to the accumulated, but unpaid, payments otherwise due
to Executive under the terms of Sections 2 or 3.  7.Release
of Claims.The Company shall not be obligated to pay
Executive any of the compensation set forth in Sections 2 and 3
unless and until Executive has executed a timely full and general release of
all claims against the Company and any affiliate, parent or subsidiary, and its
and their officers, directors, employees, and agents, in a form satisfactory to
the Company.  8.No
Impact On Employment Status.This Agreement is not intended to confer, and
shall not be interpreted as conferring, any additional employment rights on
Executive, and has no impact on either partys right to terminate Executives
employment under contract or applicable law.  9.Enforceability;
Reduction.If any
provision of this Agreement shall be deemed invalid or unenforceable as
written, this Agreement shall be construed, to the greatest extent possible, or
modified, to the extent allowable by law, in a manner which shall render it
valid and enforceable and any limitation on the scope or duration of any
provision necessary to make it valid and enforceable shall be deemed to be a
part thereof.  No invalidity or
unenforceability of any provision contained herein shall affect any other
portion of this Agreement.  10.Notices.  (a)All notices,
requests, consents and other communications hereunder shall be in writing,
shall be addressed to the receiving partys address set forth below or to such
other address as a party may designate by notice hereunder, and shall be either
(i) delivered by hand, (ii) made by telex, telecopy or facsimile
transmission, (iii) sent by overnight courier, or (iv) sent by registered
or certified mail, return receipt requested, postage prepaid.  If to the Company:  President
and Chief Executive Officer Synta
Pharmaceuticals Corp. 45
Hartwell Avenue Lexington,
MA 02421  5


With a copy to:  General
Counsel Synta
Pharmaceuticals Corp. 45
Hartwell Avenue Lexington,
MA 02421  If to Executive:  [ADDRESS]  (b)All notices,
requests, consents and other communications hereunder shall be deemed to have
been given either (i) if by hand, at the time of the delivery thereof to
the receiving party at the address of such party set forth above, (ii) if
made by telex, telecopy or facsimile transmission, at the time that receipt
thereof has been acknowledged by electronic confirmation or otherwise, (iii) if
sent by overnight courier, on the next business day following the day such
notice is delivered to the courier service, or (iv) if sent by registered
or certified mail, on the fifth (5th) business day following the day such
mailing is made.  11.Entire
Agreement / No Duplication of Compensation or Benefits.This Agreement embodies the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof including, but not limited to, any offer
letter or employment agreement previously entered into between the Executive
and the Company.  No statement,
representation, warranty, covenant or agreement of any kind not expressly set
forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement.  The terms of Sections 2 and 3
above shall replace any agreement, policy or practice which otherwise would
obligate the Company to provide any severance compensation and/or benefits to
Executive, provided that this provision shall not
be construed to otherwise limit Executives rights to payments or benefits
provided under any pension plan (as defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended), deferred
compensation, stock, stock option or similar plan sponsored by the Company.  12.Modifications
and Amendments.The terms and provisions of this Agreement may
be modified or amended only by written agreement executed by all parties
hereto. Any such amendment shall comply with the requirements of Code Section 409A,
if applicable.  13.Waivers
and Consents.The terms and provisions of this Agreement
may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions.  No such waiver or consent
shall be deemed to be or shall constitute a waiver or consent with respect to
any other terms or provisions of this Agreement, whether  6


or
not similar.  Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which
it was given, and shall not constitute a continuing waiver or consent.  14.Assignment.The rights and obligations under this
Agreement may be assigned by the Company.  15.Benefit.All statements, representations, warranties,
covenants and agreements in this Agreement shall be binding on the parties
hereto and shall inure to the benefit of the respective successors and
permitted assigns of each party hereto. 
Nothing in this Agreement shall be construed to create any rights or
obligations except among the parties hereto, and no person or entity shall be
regarded as a third-party beneficiary of this Agreement.  16.Arbitration.Any controversy, dispute or claim arising out
of or in connection with this Agreement will be settled by final and binding
arbitration to be conducted in Boston, Massachusetts pursuant to the national rules for
the resolution of employment disputes of the American Arbitration Association
then in effect.  The decision or award in
any such arbitration will be final and binding upon the parties, and judgment
upon such decision or award may be entered in any court of competent
jurisdiction, or application may be made to any such court for judicial
acceptance of such decision or award and an order of enforcement.  In the event that any procedural matter is
not covered by the aforesaid rules, the procedural law of Massachusetts will
govern.  Any disagreement as to whether a
particular dispute is arbitrable under this Agreement shall itself be subject
to arbitration in accordance with the procedures set forth herein. Notwithstanding
the foregoing, any right or obligation arising out of or concerning any
separate contract or agreement between the parties (including but not limited
to any employee, non-competition, non-solicitation, non-disclosure and
invention agreement) shall be decided in accordance with the dispute resolution
mechanism provided for by such contract or agreement.  17.Governing
Law / Jurisdiction / Service of Process.This Agreement and the
rights and obligations of the parties hereunder shall be construed in
accordance with and governed by the law of the Commonwealth of Massachusetts,
without giving effect to the conflict of law principles thereof.  Any legal action or proceeding with respect
to this Agreement that is not subject to arbitration pursuant to Section 16
will be brought in the courts of the Commonwealth of Massachusetts in Middlesex
County or of the United States of America for the District of Massachusetts,
sitting in Boston.  By execution and
delivery of this Agreement, each of the parties hereto accepts for itself and
in respect of its property, generally and unconditionally, the exclusive
jurisdiction of the aforesaid courts. 
Each of the parties hereto irrevocably consents to the service of process
of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by certified mail, postage prepaid, to the party at
its address set forth in Section 10.  18.Counterparts.This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  7


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.  SYNTA
  PHARMACEUTICALS CORP.By:Safi
  R. Bahcall, Ph.D.President
  and Chief Executive OfficerEXECUTIVE:[Name]  8