Exhibit 10.4  NON-QUALIFIED STOCK OPTION
  AGREEMENT
  
  75,000 SHARES OF COMMON STOCK,NO. 2006-03
  
  $.0001 PAR VALUE PER SHARE  SYNTA PHARMACEUTICALS CORP.  February 27, 2008  As of February 27, 2008 (the Grant
Date), Synta Pharmaceuticals Corp. (the Company), a Delaware corporation,
grants to Keith R. Gollust (the Non-Employee Director) the right and option
(the Option) to purchase up to 75,000 shares of the Common Stock, $.0001 par
value per share, of the Company (the Shares) at a purchase price of $10.843
per share (the Purchase Price) and on the terms and subject to the conditions
set forth in the Companys 2006 Stock Plan (the Plan), United States
securities and tax laws and this Agreement.  This
Agreement, which includes the terms and conditions attached hereto, does not
set forth all of the terms and conditions of the Plan, which is  hereby incorporated into and made a part of this Agreement by
reference.  Any terms used and not
defined herein have the same meanings as in the Plan. The Non-Employee Director
acknowledges that he or she has received a copy of the Plan from the Company
and has carefully read the terms and conditions of the Plan and the attached
terms and conditions which make up a part of this Agreement.  SYNTA
PHARMACEUTICALS CORP.  By:
  /s/ SAFI BAHCALLSafi BahcallPresident and CEO


1.GRANT OF OPTION.  The Company hereby grants
to the Non-Employee Director, as of the Grant Date, the right and option to
purchase all or any part of the aggregate number of Shares set forth on the
signed cover page of this Agreement, on the terms and conditions and
subject to all the limitations set forth herein, under United States securities
and tax laws, and in the Plan, which is incorporated herein by reference.  The Non-Employee Director acknowledges
receipt of a copy of the Plan.  2.PURCHASE PRICE.  The purchase price of the
Shares covered by the Option shall be the Purchase Price set forth on the cover
page of this Agreement, subject to adjustment, as provided in the Plan, in
the event of a stock split, reverse stock split or other events affecting the
holders of Shares.  Payment shall be made
in accordance with Section 9 of the Plan.  3.             EXERCISABILITY OF OPTION.  The Option granted hereby
is fully vested as of the Grant Date.  4.             TERM
OF OPTION.  The Option shall
terminate on May 27, 2014, but shall be subject to earlier termination as
provided in Section 23 and Section 24 of the Plan.  5.METHOD OF EXERCISING OPTION.  Subject to the terms and
conditions of this Agreement, the Option may be exercised by written notice to
the Company or its designee, in substantially the form of Exhibit A
attached hereto.  Such notice shall state
the number of Shares with respect to which the Option is being exercised and
shall be signed by the person exercising the Option.  Payment of the purchase price for such Shares
shall be made in accordance with Section 9 of the Plan.  The Company shall deliver such Shares as soon
as practicable after the notice shall be received, provided, however, that the
Company may delay issuance of such Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including, without limitation, state securities or blue sky
laws).  The Shares as to which the Option
shall have been so exercised shall be registered in the Companys share
register in the name of the person so exercising the Option (or, if the Option
shall be exercised by the Non-Employee Director and if the Non-Employee
Director shall so request in the notice exercising the Option, shall be
registered in the Companys share register in the name of the Non-Employee
Director and another person jointly, with right of survivorship) and shall be
delivered as provided above to or upon the written order of the person
exercising the Option.  In the event the
Option shall be exercised, pursuant to Section 4 hereof, by any person
other than the Non-Employee Director, such notice shall be accompanied by
appropriate proof of the right of such person to exercise the Option.  All Shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.  6.PARTIAL EXERCISE.  Exercise of this Option
to the extent above stated may be made in part at any time and from time to
time within the above limits, except that no fractional share shall be issued
pursuant to this Option.    1


7.NON-ASSIGNABILITY.  The Option shall not be
transferable by the Non-Employee Director otherwise than by will or by the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security
Act or the rules thereunder.However,
the Non-Employee Director, with the approval of the Administrator, may transfer
the Option for no consideration.Except as provided in the previous sentence,
the Option shall be exercisable, during the Non-Employee Directors lifetime, only by the Non-Employee
Director (or, in the event of legal incapacity or incompetency, by the
Non-Employee Directors guardian or representative) and shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process.  Any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights granted
hereunder contrary to the provisions of this Section 7, or the levy of any
attachment or similar process upon the Option shall be null and void.  8.NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.  The Non-Employee Director
shall have no rights as a stockholder with respect to Shares subject to this
Agreement until registration of the Shares in the Companys share register in
the name of the Non-Employee Director. 
Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for
dividends or similar rights for which the record date is prior to the date of
such registration.  9.ADJUSTMENTS.  The Plan contains
provisions covering the treatment of Options in a number of contingencies such
as stock splits and mergers.  Provisions
in the Plan for adjustment with respect to stock subject to Options and the
related provisions with respect to successors to the business of the Company
are hereby made applicable hereunder and are incorporated herein by reference.  10.TAXES.  The Non-Employee Director
acknowledges that upon exercise of the Option the Non-Employee Director will be
deemed to have taxable income measured by the difference between the then fair
market value of the Shares received upon exercise and the price paid for such
Shares pursuant to this Agreement.  The
Non-Employee Director acknowledges that any income or other taxes due from him
or her with respect to this Option or the Shares issuable pursuant to this
Option shall be the Non-Employee Directors responsibility.  The Non-Employee Director
agrees that the Company may withhold from the Non-Employee Directors
remuneration, if any, the minimum statutory amount of federal, state and local
withholding taxes attributable to such amount that is considered compensation
includable in such persons gross income. 
At the Companys discretion, the amount required to be withheld may be
withheld in cash from such remuneration, or in kind from the Shares otherwise
deliverable to the Non-Employee Director on exercise of the Option.  The Non-Employee Director further agrees
that, if the Company does not withhold an amount from the Non-Employee Directors
remuneration sufficient to satisfy the Companys income tax withholding
obligation, the Non-Employee Director will reimburse the Company on demand, in
cash, for the amount under-withheld.    2


11.PURCHASE FOR INVESTMENT.  Unless the offering and
sale of the Shares to be issued upon the particular exercise of the Option
shall have been effectively registered under the Securities Act of 1933, as now
in force or hereafter amended (the 1933 Act), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:  (a)The person(s) who exercise the
Option shall warrant to the Company, at the time of such exercise, that such
person(s) are acquiring such Shares for their own respective accounts, for
investment, and not with a view to, or for sale in connection with, the
distribution of any such Shares, in which event the person(s) acquiring
such Shares shall be bound by the provisions of the following legend which
shall be endorsed upon the certificate(s) evidencing the Shares issued
pursuant to such exercise:  The shares represented
by this certificate have been taken for investment and they may not be sold or
otherwise transferred by any person, including a pledgee, unless (1) either
(a) a Registration Statement with respect to such shares shall be
effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption
from registration under such Act is then available, and (2) there shall
have been compliance with all applicable state securities laws; and  (b)If the Company so requires, the Company
shall have received an opinion of its counsel that the Shares may be issued
upon such particular exercise in compliance with the 1933 Act without
registration thereunder.  Without
limiting the generality of the foregoing, the Company may delay issuance of the
Shares until completion of any action or obtaining of any consent, which the
Company deems necessary under any applicable law (including without limitation
state securities or blue sky laws).  12.RESTRICTIONS ON TRANSFER OF SHARES.  12.1         The Shares acquired by the Non-Employee
Director pursuant to the exercise of the Option granted hereby shall not be
transferred by the Non-Employee Director except as permitted herein.  12.2         If, in connection with a registration
statement filed by the Company pursuant to the 1933 Act, the Company or its
underwriter so requests, the Non-Employee Director will agree not to sell any
Shares for a period not to exceed 210 days following the effectiveness of such
registration.  12.3         The Non-Employee Director acknowledges
and agrees that neither the Company, its shareholders nor its directors and
officers, has any duty or obligation to disclose to the Non-Employee Director
any material information regarding the business of the Company or affecting the
value of the Shares before, at the time of, or following a termination of
service of the Non-Employee Director by the Company, including, without
limitation, any information concerning plans for the Company to make a public
offering of its securities or to be acquired by or merged with or into another
firm or entity.  13.NO OBLIGATION TO MAINTAIN RELATIONSHIP.  The Company is not by the
Plan or this Option obligated to continue the Non-Employee Director as a
director of the Company or of an Affiliate. 
The Non-Employee Director acknowledges: 
(i) that the Plan is discretionary in nature and may be suspended
or terminated by the Company at any time; (ii) that the grant of the
Option is a one-time benefit which does not create any contractual or other
right to receive future grants of options, or benefits in lieu of options; (iii) that
all determinations with respect to    3


any such future grants,
including, but not limited to, the times when options shall be granted, the number
of shares subject to each option, the option price, and the time or times when
each option shall be exercisable, will be at the sole discretion of the
Company; (iv) that the Non-Employee Directors participation in the Plan
is voluntary; (v) that the value of the Option is an extraordinary item of
compensation; and (vi) that the Option is not part of normal or expected
compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments.  14.NOTICES.  Any notices required or
permitted by the terms of this Agreement or the Plan shall be given by
recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:  If to the Company:  Synta Pharmaceuticals
  Corp.45 Hartwell AvenueLexington, MA 02421Attention: Stock Plan
  Administrator  If to theNon-Employee
Director, the Non-Employee Directors Company email address or the mailing
address previously provided to the Company, or to such other address or
addresses of which notice in the same manner has previously been given.  Any such notice shall be deemed to have been given upon the
earlier of receipt, one business day following delivery to a recognized courier
service or three business days following mailing by registered or certified
mail.  15.GOVERNING LAW.  This Agreement shall be
construed and enforced in accordance with the law of the State of Delaware, without giving effect to
the conflict of law principles thereof. 
For the purpose of litigating any dispute that arises under this
Agreement, the parties hereby consent to exclusive jurisdiction in the
Commonwealth of Massachusetts and agree that such litigation shall be conducted
in the courts of Middlesex County, Massachusetts or the federal courts of the
United States for the District of Massachusetts.  16.BENEFIT OF AGREEMENT.  Subject to the provisions
of the Plan and the other provisions hereof, this Agreement shall be for the
benefit of and shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties hereto.  17.ENTIRE AGREEMENT.  This Agreement, together
with the Plan, 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, that certain Non-Qualified Stock Option
Agreement by and between the Company and the Non-Employee Director dated May 27,
2004, as amended on December 13, 2007. 
No statement, representation, warranty, covenant or agreement 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,
provided, however, in any event, this Agreement shall be subject to and
governed by the Plan.    4


18.MODIFICATIONS AND AMENDMENTS.  The terms and provisions
of this Agreement may be modified or amended as provided in the Plan.  19.WAIVERS AND CONSENTS.  Except as provided in the
Plan, 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 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.  20.           DATA PRIVACY.  By entering into this
Agreement, the Non-Employee Director:  (i) authorizes
the Company and each Affiliate, and any agent of the Company or any Affiliate
administering the Plan or providing Plan recordkeeping services, to disclose to
the Company or any of its Affiliates such information and data as the Company
or any such Affiliate shall request in order to facilitate the grant of options
and the administration of the Plan; (ii) waives any data privacy rights he
or she may have with respect to such information; and (iii) authorizes the
Company and each Affiliate to store and transmit such information in electronic
form.     5


Exhibit A  NOTICE OF EXERCISE
OF NON-QUALIFIED STOCK OPTION  TO:         Synta Pharmaceuticals Corp.  Ladies and Gentlemen:  I hereby exercise my
Non-Qualified Stock Option to purchase
                  
shares (the Shares) of the common stock, $.0001 par value, of Synta Pharmaceuticals Corp. (the Company),
at the exercise price of
$                
per share, pursuant to and subject to the terms of that certain Non-Qualified
Stock Option Agreement between the undersigned and the Company dated
                              ,
200 .  I understand the nature
of the investment I am making and the financial risks thereof.  I am aware that it is my responsibility to
have consulted with competent tax and legal advisors about the relevant
national, state and local income tax and securities laws affecting the exercise
of the Option and the purchase and subsequent sale of the Shares.  I am paying the option
  exercise price for the Shares as follows:  Please issue the Shares
  (check one):oto me; oroto me and                                                               ,
  as joint tenants with right of survivorship,  at the following
  address:  My mailing address for shareholder communications,
  if different from the address listed above, is:  Very truly yours,Non-Employee Director
  (signature)Print NameDateSocial Security Number   A-1