Common Stock

                                                                     EXHIBIT 1.1

                                  Common Stock

                           SYNTA PHARMACEUTICALS CORP.

                             UNDERWRITING AGREEMENT

                               February ___, 2007

BEAR, XXXXXXX & CO., INC.
XXXXXX BROTHERS INC.
  as representatives of the several Underwriters
c/o Bear, Xxxxxxx & Co., Inc.
      000 Xxxxxxx Xxxxxx
      Xxx Xxxx, Xxx Xxxx 00000
c/x Xxxxxx Brothers Inc
     000 Xxxxxxx Xxxxxx
     Xxx Xxxx, Xxx Xxxx 00000

Ladies/Gentlemen:

     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, Xxxxxxx & Co. Inc.
("Bear Xxxxxxx") and Xxxxxx Brothers Inc. ("Xxxxxx 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
hereof, that:

     (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
deemed by virtue of Rule 430A or 430C under the Securities Act to be part of the
Initial Registration Statement at the time it became effective under the
Securities Act with respect to the Underwriters each as amended at the time such
part of the Initial Registration Statement or Rule 462(b) Registration
Statement, if any, became or hereafter becomes effective under the Securities
Act with respect to the Underwriters, are hereafter collectively referred to as
the "Registration Statement." No stop order suspending the effectiveness of the
Initial Registration Statement, any post-effective amendment thereto or the Rule
462(b) Registration Statement, if any, has been issued and no proceeding for
that purpose has been initiated or to the knowledge of the Company threatened by
the Commission.

     The prospectus relating to the Shares, in the form first filed with the
Commission pursuant to Rule 424(b) under the Securities Act, is hereafter
referred to as the "Prospectus". Any preliminary prospectus included in the
Initial Registration Statement or filed with the Commission pursuant to Rule
424(a) under the Securities Act is hereafter referred to as a "Preliminary
Prospectus;" and the Preliminary Prospectus, if any, as amended or supplemented
as of immediately prior to the Applicable Time (as defined below), is hereafter
referred to as the "Pricing Prospectus". Any "issuer free writing prospectus"
(as defined in Rule 433 under the Securities Act) relating to the Shares is
hereafter referred to as an "Issuer Free Writing Prospectus." The Pricing
Prospectus, as supplemented by the public offering price of the Shares and the
Issuer Free Writing Prospectuses, if any, listed in Annex III hereto, taken
together, are hereafter referred to collectively as the "Pricing Disclosure
Package." Any reference herein to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any wrapper or supplement thereto
prepared in connection with the distribution of Directed Shares in any
jurisdiction.

     The Company was not an "ineligible issuer" (as defined in Rule 405 under
the Securities Act) as of the eligibility determination date for purposes of
Rules 164 and 433 under the Securities Act with respect to the offering of the
Shares contemplated hereby.


                                       2


     All references in this Agreement to the Registration Statement, any
Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus, or any
amendments or supplements to any of the foregoing, shall be deemed to include
any copy thereof filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval System.

     (b) The Registration Statement complies and the Prospectus and any further
amendments or supplements to the Registration Statement or the Prospectus will
comply in all material respects with the applicable provisions of the Securities
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations of the Commission thereunder (the "Rules and
Regulations"), and do not and will not, as of the applicable effective date as
to each part of the Registration Statement and as of the applicable filing date
as to the Prospectus and any amendment thereof or supplement thereto, contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any information contained in or omitted from the Registration Statement
or the Prospectus or any amendment thereof or supplement thereto in reliance
upon and in conformity with information furnished in writing to the Company by
or on behalf of any Underwriter through the Lead Managers specifically for use
therein. The parties hereto agree that such information provided by or on behalf
of any Underwriter through the Lead Managers consists solely of the material
referred to in Section 16 hereof.

     (c) No order preventing or suspending the use of any Preliminary Prospectus
or any Issuer Free Writing Prospectus has been issued by the Commission, and
each Preliminary Prospectus, at the time of filing thereof, complied in all
material respects with the applicable provisions of the Securities Act and the
Rules and Regulations, and did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that this representation and
warranty shall not apply to any information contained in or omitted from any
Preliminary Prospectus in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter through
the Lead Managers specifically for use therein. The parties hereto agree that
such information provided by or on behalf of any Underwriter through the Lead
Managers consists solely of the material referred to in Section 16 hereof.

     (d) For purposes of this Agreement, the "Applicable Time" is [__:__] _.m.
(Eastern) on the date of this Agreement. The Pricing Disclosure Package, when
considered together as a whole, as of the Applicable Time, did not, and as of
the Closing Date and the Additional Closing Date, if any (each as hereinafter
defined), will not, contain an untrue statement of a material fact or omit to
state a material fact


                                       3


required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. Each
Issuer Free Writing Prospectus complies in all material respects with the
applicable provisions of the Securities Act and the Rules and Regulations, and
does not include information that conflicts with the information contained in
the Registration Statement, the Pricing Prospectus or the Prospectus, and each
Issuer Free Writing Prospectus not listed in Annex III hereto, as supplemented
by and taken together with the Pricing Disclosure Package, as of the Applicable
Time, did not, and as of the Closing Date and the Additional Closing Date, if
any, will not, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. No representation and warranty is made in this Section 1(d) with
respect to any information contained in or omitted from the Pricing Disclosure
Package or any Issuer Free Writing Prospectus in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of any
Underwriter through the Lead Managers specifically for use therein. The parties
hereto agree that such information provided by or on behalf of any Underwriter
through the Lead Managers consists solely of the material referred to in Section
16 hereof.

     (e) KPMG, LLP, who have certified the financial statements and supporting
schedules and information of the Company and its subsidiaries that are included
in the Registration Statement, the Pricing Prospectus or the Prospectus is an
independent registered public accounting firm as required by the Securities Act,
the Exchange Act and the Rules and Regulations.

     (f) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Pricing Prospectus, except as disclosed in
the Pricing Disclosure Package, (i) the Company has not declared or paid any
dividends, or made any other distribution of any kind, on or in respect of its
capital stock, (ii) there has not been any material change in the capital stock
or long-term or short-term debt of the Company or any of its subsidiaries listed
in Exhibit A hereto (each, a "Subsidiary" and, collectively, the
"Subsidiaries"), other than issuances of Common Stock, if any, pursuant to
exercise of outstanding options and warrants described in the Prospectus, (iii)
neither the Company nor any Subsidiary has sustained any material loss or
interference with its business or properties from fire, explosion, flood,
hurricane, accident or other calamity, whether or not covered by insurance, or
from any labor dispute or any legal or governmental proceeding, and (iv) there
has not been any material adverse change or any development involving a
prospective material adverse change, whether or not arising from transactions in
the ordinary course of business, in or affecting the business, management,
condition (financial or otherwise), results of operations, stockholders' equity,
properties or prospects of the Company and the Subsidiaries, taken as a whole (a
"Material Adverse Change"). Since the date of the latest balance sheet included
in the Registration Statement and the Pricing Prospectus and the Prospectus,
neither the Company nor any Subsidiary has incurred or undertaken any
liabilities or obligations, whether direct or indirect, liquidated or
contingent, matured or unmatured, or entered into any transactions, including
any acquisition or disposition of any business or asset, which are material to
the Company and the Subsidiaries, taken as a whole, except for liabilities,
obligations and transactions which are disclosed in the Pricing Disclosure
Package.

     (g) The Company has an authorized capitalization as set forth in the
Pricing Disclosure Package, and all of the issued and outstanding shares of
capital stock of the Company are fully paid and non-assessable and have been
duly and validly authorized and issued, in compliance with all applicable state,
federal and foreign securities laws and not in violation of or subject to any
preemptive or similar right that entitles any person to acquire from the Company
or any Subsidiary any Common Stock or other security of the Company or any
security convertible into, or exercisable or exchangeable for, Common Stock or
any other such security (any "Relevant Security"), except for such rights as may
have been fully satisfied or waived prior to the effectiveness of the
Registration Statement. All of the issued shares of capital stock of or

                                       4


other ownership interests in each Subsidiary have been duly and validly
authorized and issued and are fully paid and non-assessable and are owned
directly or indirectly by the Company free and clear of any lien, charge,
mortgage, pledge, security interest, claim, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever (any
"Lien").

     (h) The Shares to be delivered on the Closing Date and the Additional
Closing Date (as hereinafter defined), if any, have been duly and validly
authorized and, when issued and delivered in accordance with this Agreement,
upon receipt of payment therefor, will be duly and validly issued, fully paid
and non-assessable, will have been issued in compliance with all applicable
state, federal and foreign securities laws and will not have been issued in
violation of or subject to any preemptive or similar right that entitles any
person to acquire any Relevant Security from the Company. The Common Stock and
the Shares conform to the descriptions thereof contained in the Registration
Statement, the Pricing Disclosure Package and the Prospectus. Except as
disclosed in the Pricing Disclosure Package, as of the dates specified therein,
the Company has no outstanding warrants, options to purchase, or any preemptive
rights or other rights to subscribe for or to purchase, or any contracts or
commitments to issue or sell, any Relevant Security. Except as disclosed in the
Pricing Disclosure Package, as of the dates specified therein, no holder of any
Relevant Security has any rights to require registration under the Securities
Act of any Relevant Security in connection with the offer and sale of the Shares
contemplated hereby, and any such rights so disclosed have either been fully
complied with by the Company or effectively waived by the holders thereof.

     (i) The Subsidiaries are the only "subsidiaries" of the Company (within the
meaning of Rule 405 under the Securities Act). Each of the Company and each
Subsidiary has been duly organized and validly exists as a corporation,
partnership or limited liability company in good standing under the laws of its
jurisdiction of organization. The Company and each Subsidiary is duly qualified
to do business and is in good standing as a foreign corporation, partnership or
limited liability company in each jurisdiction in which the character or
location of its properties (owned, leased or licensed) or the nature or conduct
of its business makes such qualification necessary, except for those failures to
be so qualified or in good standing which (individually and in the aggregate)
could not reasonably be expected to have a material adverse effect on (i) the
business, management, condition (financial or otherwise), results of operations,
stockholders' equity, properties or prospects of the Company and the
Subsidiaries, taken as a whole; or (ii) the ability of the Company to consummate
the Offering or any other transaction contemplated by this Agreement or the
Pricing Prospectus (a "Material Adverse Effect").

     (j) Each of the Company and each Subsidiary has all requisite power and
authority, and all necessary consents, approvals, authorizations, orders,
registrations, qualifications, licenses, filings and permits of, with and from
all judicial, regulatory and other legal or governmental agencies and bodies and
all third parties, foreign and domestic (collectively, the "Consents"), to own,
lease and operate its properties and conduct its business as it is now being
conducted and as disclosed in the Registration Statement and the Pricing
Disclosure Package, and each such Consent is valid and in full force and effect,
except in each case as could not reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any Subsidiary has received notice of
any investigation or proceedings which, if decided adversely to the Company or
any such Subsidiary, could reasonably be expected to

                                       5


result in, the revocation of, or imposition of a materially burdensome
restriction on, any such Consent.

     (k) This Agreement has been duly authorized, executed and delivered by the
Company.

     (l) The issue and sale of the Shares, the compliance by the Company with
this Agreement and the consummation of the transactions herein contemplated do
not and will not (i) conflict with or result in a breach or violation of any of
the terms and provisions of, or constitute a default (or an event which with
notice or lapse of time, or both, would constitute a default) under, or result
in the creation or imposition of any Lien upon any property or assets of the
Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust,
loan agreement or other agreement, instrument, franchise, license or permit to
which the Company or any Subsidiary is a party or by which the Company or any
Subsidiary or their respective properties, operations or assets may be bound or
(ii) violate or conflict with any provision of the certificate or articles of
incorporation, by-laws, certificate of formation, limited liability company
agreement, partnership agreement or other organizational documents of the
Company or any Subsidiary, or (iii) violate or conflict with any statute, law,
rule, regulation, ordinance, directive, judgment, decree or order of any
judicial, regulatory or other legal or governmental agency or body, domestic or
foreign.

     (m) No Consent of, with or from any judicial, regulatory or other legal or
governmental agency or body or any third party, foreign or domestic, is required
for the execution, delivery and performance of this Agreement or consummation of
the transactions contemplated by this Agreement, except the registration under
the Securities Act of the Shares and such consents as may be required under
state securities or blue sky laws or the by-laws and rules of the National
Association of Securities Dealers, Inc. (the "NASD") in connection with the
purchase and distribution of the Shares by the Underwriters, each of which has
been obtained and is in full force and effect.

     (n) Except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, there is no judicial, regulatory,
arbitral or other legal or governmental proceeding or other litigation or
arbitration, domestic or foreign, pending to which the Company or any Subsidiary
is a party or of which any property, operations or assets of the Company or any
Subsidiary is the subject which, individually or in the aggregate, if determined
adversely to the Company or any Subsidiary, could reasonably be expected to have
a Material Adverse Effect; to the Company's knowledge, no such proceeding,
litigation or arbitration is threatened and the defense of all such proceedings,
litigation and arbitration against or involving the Company or any Subsidiary
could not reasonably be expected to have a Material Adverse Effect.

     (o) The financial statements and pro forma data, including the notes
thereto, and the supporting schedules included in the Registration Statement,
the Pricing Prospectus and the Prospectus present fairly, in all material
respects, the financial position as of the dates indicated and the cash flows
and results of operations for the periods specified of the Company; except as
otherwise stated in the Registration Statement, the Pricing Prospectus and the
Prospectus, said financial statements have been prepared in conformity with
United States

                                       6


generally accepted accounting principles applied on a consistent basis
throughout the periods involved; and the supporting schedules included in the
Registration Statement, the Pricing Prospectus and the Prospectus present
fairly, in all material respects, the information required to be stated therein.
No other financial statements or supporting schedules are required to be
included in the Registration Statement, the Pricing Prospectus and the
Prospectus by the Securities Act or the Rules and Regulations. The other
financial and statistical information included in the Registration Statement,
the Pricing Prospectus and the Prospectus present fairly the information
included therein and have been prepared on a basis consistent with that of the
financial statements that are included or incorporated by reference in the
Registration Statement, the Pricing Prospectus and the Prospectus and the books
and records of the respective entities presented therein.

     (p) The statistical, industry-related and market-related data included in
the Registration Statement, the Pricing Prospectus and the Prospectus are based
on or derived from sources which the Company reasonably and in good faith
believes are reliable and accurate, and such data agree with the sources from
which they are derived.

     (q) The Common Stock has been registered pursuant to Section 12(b) of the
Exchange Act. The shares of Common Stock have been approved for listing on the
Nasdaq Global Market ("NASDAQ"), and the Company has taken no action designed
to, or likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act or de-listing the Common Stock from NASDAQ, nor has
the Company received any notification that the Commission or NASDAQ is
contemplating terminating such registration or listing.

     (r) The Company and its Subsidiaries maintain a system of internal
accounting and other controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or
specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with United States generally
accepted accounting principles and to maintain accountability for assets, (iii)
access to assets is permitted only in accordance with management's general or
specific authorization, and (iv) the recorded accounting for assets is compared
with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.

     (s) The Company maintains a system of internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
that complies with the requirements of the Exchange Act and has been designed by
the Company's principal executive officer and principal financial officer, or
under their supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. The Company's internal control over financial reporting is effective
and the Company is not aware of any material weaknesses in its internal control
over financial reporting. Since the date of the latest audited financial
statements included in the Registration Statement, the Pricing Prospectus and
the Prospectus, there has been no change in the Company's internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

                                       7


     (t) The Company maintains disclosure controls and procedures (as such term
is defined in Rule 13a-15(e) under the Exchange Act) that comply with the
requirements of the Exchange Act; such disclosure controls and procedures have
been designed to ensure that material information relating to the Company and
its Subsidiaries is made known to the Company's principal executive officer and
principal financial officer by others within those entities; and such disclosure
controls and procedures are effective.

     (u) The Company has taken all necessary actions to ensure that, upon the
effectiveness of the Registration Statement, it will be in compliance with all
applicable material provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules
and regulations promulgated in connection therewith (the "Xxxxxxxx-Xxxxx Act").

     (v) Neither the Company nor any of its affiliates (within the meaning of
Rule 144 under the Securities Act) has taken, directly or indirectly, any action
which constitutes or is designed to cause or result in, or which could
reasonably be expected to constitute, cause or result in, the stabilization or
manipulation of the price of any security to facilitate the sale or resale of
the Shares.

     (w) Neither the Company nor any of its affiliates (within the meaning of
Rule 144 under the Securities Act) has, prior to the date hereof, made any offer
or sale of any securities which could be "integrated" (within the meaning of the
Securities Act and the Rules and Regulations) with the offer and sale of the
Shares pursuant to the Registration Statement.

     (x) The statements set forth in the Registration Statement, the Pricing
Prospectus and Prospectus under the caption "Description of Capital Stock",
insofar as it purports to constitute a summary of the terms of the Common Stock,
and under the captions "Shares Eligible for Future Sale", and "Underwriting",
insofar as they purport to describe the provisions of the laws and documents
referred to therein, are accurate, complete and fair in all material respects.

     (y) The Company is not and, at all times up to and including consummation
of the transactions contemplated by this Agreement, and after giving effect to
application of the net proceeds of the Offering as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, will not be,
required to register as an "investment company" under the Investment Company Act
of 1940, as amended, and is not and, at all times up to and including
consummation of the transactions contemplated by this Agreement, will not be an
entity "controlled" by an "investment company" within the meaning of such act.

     (z) Except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, there are no contracts, agreements or
understandings between the Company and any person that would give rise to a
valid claim against the Company or any Underwriter for a brokerage commission,
finder's fee or other like payment in connection with the transactions
contemplated by this Agreement or, to the Company's knowledge, any arrangements,
agreements, understandings, payments or issuance with respect to the Company or
any of its officers, directors, shareholders, partners, employees, Subsidiaries
or affiliates that may affect the Underwriters' compensation as determined by
the NASD.

                                       8


     (aa) The Company and each Subsidiary owns or leases all such properties as
are necessary to the conduct of its business as presently operated and as
proposed to be operated as described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus. The Company and the Subsidiaries do not
own any real property. The Company and the Subsidiaries have good and marketable
title to all personal property owned by them, in each case free and clear of any
and all Liens except such as are described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus or such as do not (individually or
in the aggregate) materially affect the value of such property or materially
interfere with the use made or proposed to be made of such property by the
Company and the Subsidiaries; and any real property and buildings held under
lease or sublease by the Company and the Subsidiaries are held by them under
valid, subsisting and enforceable leases (except as such enforceability may be
subject to the laws of general application relating to bankruptcy and the relief
of debtors and laws governing specific performance, injunctive relief or other
equitable remedies) with such exceptions as are not material to, and do not
materially interfere with, the use made and proposed to be made of such property
and buildings by the Company and the Subsidiaries. Neither the Company nor any
Subsidiary has received any notice of any claim adverse to its ownership of any
personal property or of any claim against the continued possession of any real
property, whether owned or held under lease or sublease by the Company or any
Subsidiary, except as would not reasonably be expected to have a Material
Adverse Effect.

     (bb) The Company and each Subsidiary (i) owns or possesses the right to use
all patents, patent applications, trademarks, service marks, domain names, trade
names, trademark registrations, service xxxx registrations, copyrights,
licenses, formulae, customer lists, and know-how and other intellectual property
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures, "Intellectual Property")
necessary for the conduct of their respective businesses as presently conducted
and as described in the Registration Statement, the Pricing Prospectus and the
Prospectus and (ii) have no reason to believe that the conduct of their
respective businesses does or will conflict with, and have not received any
notice of any claim of conflict with, any such right of others. To the Company's
knowledge, all material technical information developed by and belonging to the
Company or any Subsidiary which has not been patented has been kept
confidential. Neither the Company nor any Subsidiary has granted, licensed or
assigned to any other person or entity any right to manufacture, have
manufactured, assemble or sell the current products and services of the Company
and its Subsidiaries or those products and services described in the
Registration Statement, the Pricing Prospectus and the Prospectus. There is no
infringement by third parties of any such Intellectual Property; there is no
pending or, to the Company's knowledge, threatened action, suit, proceeding or
claim by others challenging the Company's or any Subsidiary's rights in or to
any such Intellectual Property, and the Company is unaware of any facts which
would form a reasonable basis for any such claim; and there is no pending or, to
the Company's knowledge, threatened action, suit, proceeding or claim by others
that the Company or any Subsidiary infringes or otherwise violates any patent,
trademark, copyright, trade secret or other proprietary rights of others, and
the Company is unaware of any other fact which would form a reasonable basis for
any such claim.

     (cc) The Company and the Subsidiaries maintain insurance in such amounts
and covering such risks as the Company reasonably considers adequate for the
conduct of its business and the value of its properties and as is customary for
companies at a similar stage of

                                       9


development and engaged in similar businesses in similar industries, all of
which insurance is in full force and effect, except where the failure to
maintain such insurance could not reasonably be expected to have a Material
Adverse Effect. There are no material claims by the Company or any Subsidiary
under any such policy or instrument as to which any insurance company is to the
Company's knowledge denying liability or defending under a reservation of rights
clause. The Company reasonably believes that it will be able to renew its
existing insurance as and when such coverage expires or will be able to obtain
replacement insurance adequate for the conduct of the business and the value of
its properties at a cost that would not have a Material Adverse Effect.

     (dd) Each of the Company and each Subsidiary has accurately prepared and
timely filed all federal, state, foreign and other tax returns that are required
to be filed by it and has paid or made provision for the payment of all taxes,
assessments, governmental or other similar charges, including without
limitation, all sales and use taxes and all taxes which the Company or any
Subsidiary is obligated to withhold from amounts owing to employees, creditors
and third parties, with respect to the periods covered by such tax returns
(whether or not such amounts are shown as due on any tax return), except where
the failure to file or pay would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No deficiency
assessment with respect to a proposed adjustment of the Company's or any
Subsidiary' federal, state, local or foreign taxes is pending or, to the
Company's knowledge, threatened, except for deficiencies that would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. To the Company's knowledge, the accruals and reserves on the
books and records of the Company and the Subsidiaries in respect of tax
liabilities for any taxable period not finally determined are adequate to meet
any assessments and related liabilities for any such period and, since December
31, 2005, the Company and the Subsidiaries have not incurred any liability for
taxes other than in the ordinary course of its business. There is no tax lien,
whether imposed by any federal, state, foreign or other taxing authority,
outstanding against the assets, properties or business of the Company or any
Subsidiary, except with respect to current taxes not yet due or delinquent.

     (ee) No labor disturbance by the employees of the Company or any Subsidiary
exists or, to the Company's knowledge, is imminent and the Company is not aware
of any existing or imminent labor disturbances by the employees of any of its or
any Subsidiary's principal suppliers, manufacturers', customers or contractors,
which, in either case (individually or in the aggregate), could reasonably be
expected to have a Material Adverse Effect.


     (ff) No "prohibited transaction" (as defined in either Section 406 of
the Employee Retirement Income Security Act of 1974, as amended, including
the regulations and published interpretations thereunder ("ERISA") or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code")),
"accumulated funding deficiency" (as defined in Section 302 of ERISA) or
other event of the kind described in Section 4043(b) of ERISA (other than
events with respect to which the 30-day notice requirement under Section 4043
of ERISA has been waived) has occurred with respect to any employee benefit
plan for which the Company or any Subsidiary would have any liability which
could (individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect; each employee benefit plan for which the Company or
any Subsidiary would have any liability is in compliance in all material
respects with applicable law, including (without limitation) ERISA and the
Code; the Company has not

                                       10


incurred and does not expect to incur liability under Title IV of ERISA with
respect to the termination of, or withdrawal from any "pension plan;" except as
would not reasonably be expected to have a Material Adverse Effect; and each
plan for which the Company would have any liability that is intended to be
qualified under Section 401(a) of the Code to the Company's knowledge is so
qualified and nothing has occurred, whether by action or by failure to act,
which could cause the loss of such qualification.

     (gg) There has been no storage, generation, transportation, handling, use,
treatment, or disposal, and to the Company's knowledge discharge, emission,
contamination, release or other activity involving any kind of hazardous, toxic
or other wastes, pollutants, contaminants, petroleum products or other hazardous
or toxic substances, chemicals or materials ("Hazardous Substances") by, due to,
on behalf of, or caused by the Company or any Subsidiary (or, to the Company's
knowledge, any other entity for whose acts or omissions the Company is or may be
liable) upon any property now or previously owned, operated, used or leased by
the Company or any Subsidiary, or upon any other property, which would be a
violation of or give rise to any liability under any applicable law, rule,
regulation, order, judgment, decree or permit, common law provision or other
legally binding standard relating to pollution or protection of human health and
the environment ("Environmental Law"), except for violations and liabilities
which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. There has been no disposal, discharge, emission
contamination or other release of any kind at, onto or from any such property or
into the environment surrounding any such property of any Hazardous Substances
with respect to which the Company or any Subsidiary has knowledge, except as
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any Subsidiary has agreed to
assume, undertake or provide indemnification for any liability of any other
person under any Environmental Law, including any obligation for cleanup or
remedial action, except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. There is no pending
or, to the Company's knowledge, threatened administrative, regulatory or
judicial action, claim or notice of noncompliance or violation, investigation or
proceedings relating to any Environmental Law against the Company or any
Subsidiary, except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. To the Company's knowledge, no
property of the Company or any Subsidiary is subject to any Lien under any
Environmental Law, except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. To the Company's
knowledge, neither the Company nor any Subsidiary is subject to any material
order, decree, or agreement related to any Environmental Law.

     (hh) None of the Company, any Subsidiary or, to the Company's knowledge,
any of its employees or agents, has at any time during the last five years (i)
made any unlawful contribution to any candidate for foreign office, or failed to
disclose fully any such contribution in violation of law, or (ii) made any
payment to any federal or state governmental officer or official, or other
person charged with similar public or quasi-public duties, other than payments
required or permitted by the laws of the United States of any jurisdiction
thereof. The operations of the Company and each Subsidiary are and have been
conducted at all times in compliance with applicable financial record-keeping
and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all applicable
jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or

                                       11


guidelines issued, administered or enforced by any governmental agency
(collectively, the "Money Laundering Laws") and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any Subsidiary with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company, threatened. Neither the
Company nor any Subsidiary nor, to the knowledge of the Company, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department ("OFAC"); and the Company will
not directly or indirectly use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC.

     (ii) Neither the Company nor any Subsidiary (i) is in violation of its
certificate or articles of incorporation, by-laws, certificate of formation,
limited liability company agreement, partnership agreement or other
organizational documents, (ii) is in default under, and no event has occurred
which, with notice or lapse of time or both, would constitute a default under or
result in the creation or imposition of any Lien upon any property or assets of
the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which it is a party or
by which it is bound or to which any of its property or assets is subject, or
(iii) is in violation of any statute, law, rule, regulation, ordinance,
directive, judgment, decree or order of any judicial, regulatory or other legal
or governmental agency or body, foreign or domestic, except (in the case clauses
(ii) and (iii) above) for violations or defaults that could not (individually or
in the aggregate) reasonably be expected to have a Material Adverse Effect.

     (jj) The Company has complied with the requirements of Rule 433 under the
Securities Act with respect to each Issuer Free Writing Prospectus including,
without limitation, all prospectus delivery, filing, record retention and
legending requirements applicable to any such Issuer Free Writing Prospectus.
The Company has not (i) distributed any offering material in connection with the
Offering other than the Pricing Prospectus, the Prospectus, and any Issuer Free
Writing Prospectus set forth on Annex III hereto, or (ii) filed, referred to,
approved, used or authorized the use of any "free writing prospectus" as defined
in Rule 405 under the Securities Act with respect to the Offering or the Shares,
except for any Issuer Free Writing Prospectus set forth in Annex III hereto and
any "bona fide electronic road show" (as defined in Rule 433 under the
Securities Act) previously approved by the Lead Managers.

     (kk) The Registration Statement, the Prospectus and any Preliminary
Prospectus comply, and any further amendments or supplements thereto will
comply, with all applicable laws, rules, regulations, ordinances, directives,
judgments, decrees and orders of foreign jurisdictions in which Directed Shares
are offered or the Prospectus or any Preliminary Prospectus, as amended or
supplemented, if applicable, may be distributed in connection with therewith;
and no consent of, from or with any judicial, regulatory or other legal or
governmental agency or body, other than such as have been obtained, is necessary
under any such law, rule, regulation, ordinance, directive, judgment, decree or
order.

     (ll) The Company has not offered, or caused the Underwriters to offer,
Directed Shares to any person with the intention of unlawfully influencing (i) a
customer or

                                       12


supplier of the Company or any Subsidiary to alter the customer's or supplier's
level or type of business with the Company or any Subsidiary or (ii) a trade
journalist or publication to write or publish favorable information about the
Company, any Subsidiary or its products.

     (mm) The Company and the Subsidiaries possess all certificates,
authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses as
currently conducted, including without limitation all such certificates,
authorizations and permits required by the United States Food and Drug
Administration (the "FDA") or any other federal, state or foreign agencies or
bodies engaged in the regulation of pharmaceuticals or biohazardous materials,
and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
authorization or permit which, individually or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would have a material adverse
effect on the Company and the Subsidiary, taken as a whole, except as described
the Prospectus.

     (nn) The studies, tests and preclinical and clinical trials conducted by or
on behalf of the Company that are described in the Registration Statement, the
Pricing Prospectus and the Prospectus were and, if still pending, are, to the
Company's knowledge, being conducted in all material respects in accordance with
experimental protocols, procedures and controls pursuant to, where applicable,
accepted professional and scientific standards for products or product
candidates comparable to those being developed by the Company; the descriptions
of the results of such studies, tests and trials contained in the Registration
Statement, the Pricing Prospectus and the Prospectus do not contain any
misstatement of a material fact or omit to state a material fact necessary to
make such statements not misleading; the Company has no knowledge of any
studies, tests or trials not described in the Registration Statement, the
Pricing Prospectus and the Prospectus the results of which reasonably call into
question the results of the studies, tests and trials described in the
Registration Statement, the Pricing Prospectus or Prospectus; and the Company
has not received any notices or correspondence from the FDA or any foreign,
state or local governmental body exercising comparable authority or any
Institutional Review Board or comparable authority requiring the termination,
suspension or material modification of any studies, tests or preclinical or
clinical trials conducted by or on behalf of the Company which termination,
suspension or material modification would reasonably be expected to have a
Material Adverse Effect.

     (oo) All patent applications owned by the Company and filed with the PTO or
any foreign or international patent authority (the "COMPANY PATENT
APPLICATIONS") have been duly and properly filed; the Company has complied with
its duty of candor and disclosure to the PTO for the Company Patent
Applications; the Company is not aware of any facts required to be disclosed to
the PTO that were not disclosed to the PTO and which would preclude the grant of
a patent for the Company Patent Applications; and the Company has no knowledge
of any facts which would preclude it from having clear title to the Company
Patent Applications that have been identified by the Company as being
exclusively owned by the Company.

     Any certificate signed by or on behalf of the Company and delivered to the
Representatives or to counsel for the Underwriters' pursuant to the express
terms of this Agreement shall be deemed to be a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.

                                       13


     2. PURCHASE, SALE AND DELIVERY OF THE SHARES.

     (a) On the basis of the representations, warranties, covenants and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter and each Underwriter,
severally and not jointly, agrees to purchase from the Company, at a purchase
price per share of $_______, the number of Firm Shares set forth opposite their
respective names on Schedule I hereto together with any additional number of
Shares which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof.

     (b) Payment of the purchase price for, and delivery of certificates
representing, the Firm Shares shall be made at the office of Ropes & Xxxx, LLP
("Underwriters' Counsel"), or at such other place as shall be agreed upon by the
Lead Managers and the Company, at 10:00 A.M., New York City time, on
[_________], 2007, or such other time and date as the Lead Managers and the
Company may agree upon in writing (such time and date of payment and delivery
being herein called the "Closing Date"). Payment of the purchase price for the
Firm Shares shall be made by wire transfer in same day funds to or as directed
in writing by the Company upon delivery of certificates for the Firm Shares to
the Representatives through the facilities of The Depository Trust Company for
the respective accounts of the several Underwriters. Certificates for the Firm
Shares shall be registered in such name or names and shall be in such
denominations as the Lead Managers may request. The Company will permit the Lead
Managers to examine and package such certificates for delivery at least one full
business day prior to the Closing Date.

     (c) In addition, on the basis of the representations, warranties, covenants
and agreements herein contained, but subject to the terms and conditions herein
set forth, the Company hereby grants to the Underwriters, acting severally and
not jointly, the option to purchase up to 900,000 Additional Shares at the same
purchase price per share to be paid by the Underwriters for the Firm Shares as
set forth in Section 2(a) above, for the sole purpose of covering
over-allotments in the sale of Firm Shares by the Underwriters. This option may
be exercised at any time and from time to time, in whole or in part on one or
more occasions, on or before the thirtieth day following the date of the
Prospectus, by written notice from the Lead Managers to the Company. Such notice
shall set forth the aggregate number of Additional Shares as to which the option
is being exercised and the date and time, as reasonably determined by the Lead
Managers, when the Additional Shares are to be delivered (any such date and time
being herein sometimes referred to as the "Additional Closing Date"); PROVIDED,
HOWEVER, that no Additional Closing Date shall occur earlier than the Closing
Date or earlier than the second full business day after the date on which the
option shall have been exercised nor later than the eighth full business day
after the date on which the option shall have been exercised. Upon any exercise
of the option as to all or any portion of the Additional Shares, each
Underwriter, acting severally and not jointly, agrees to purchase from the
Company the number of Additional Shares that bears the same proportion of the
total number of Additional Shares then being purchased as the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto (or
such number increased as set forth in Section 10 hereof) bears to the total
number of Firm Shares that the Underwriters have agreed to purchase hereunder,
subject, however, to such adjustments to eliminate fractional shares as the Lead
Managers in their sole discretion shall make.

                                       14


     (d) Payment of the purchase price for, and delivery of certificates
representing, the Additional Shares shall be made at the office of Underwriters'
Counsel, or at such other place as shall be agreed upon by the Lead Managers and
the Company, at 10:00 A.M., New York City time, on the Additional Closing Date,
or such other time as shall be agreed upon by the Lead Managers and the Company.
Payment of the purchase price for the Additional Shares shall be made by wire
transfer in same day funds to the Company upon delivery of certificates for the
Additional Shares to the Representatives through the facilities of The
Depository Trust Company for the respective accounts of the several
Underwriters. Certificates for the Additional Shares shall be registered in such
name or names and shall be in such denominations as the Lead Managers may
request. The Company will permit the Lead Managers to examine and package such
certificates for delivery at least one full business day prior to the Additional
Closing Date.

     (e) The Company acknowledges and agrees that (i) the terms of this
Agreement and the Offering (including the price of the Shares) were negotiated
at arm's length between sophisticated parties represented by counsel; (ii) no
fiduciary, advisory or agency relationship between the Company and the
Underwriters has been created as a result of any of the transactions
contemplated by this Agreement or the process leading to such transactions,
irrespective of whether any Underwriter has advised or is advising any such
party on other matters, (iii) the Underwriters' obligations to the Company in
respect of the Offering are set forth in this Agreement in their entirety and
(iv) it has obtained such legal, tax, accounting and other advice as it deems
appropriate with respect to this Agreement and the transactions contemplated
hereby and any other activities undertaken in connection therewith, and it is
not relying on the Underwriters with respect to any such matters.

     (f) The Company acknowledges that the Underwriters' research analysts and
research departments are required to be independent from their respective
investment banking divisions and are subject to certain regulations and internal
policies, and that such Underwriters' research analysts may hold views and make
statements or investment recommendations and/or publish research reports with
respect to the Company and/or the offering that differ from the views of their
respective investment banking divisions. The Company hereby waives and releases,
to the fullest extent permitted by law, any claims that the Company may have
against the Underwriters with respect to any conflict of interest that may arise
from the fact that the views expressed by their independent research analysts
and research departments may be different from or inconsistent with the views or
advice communicated to the Company by such Underwriters' investment banking
divisions. The Company acknowledges that each of the Underwriters is a full
service securities firm and as such from time to time, subject to applicable
securities laws, may effect transactions for its own account or the account of
its customers and hold long or short positions in debt or equity securities of
the companies that may be the subject of the transactions contemplated by this
Agreement.

     3. OFFERING. Upon authorization of the release of the Firm Shares or the
Additional Shares, as the case may be, by the Lead Managers, the Underwriters
propose to offer the Shares for sale to the public upon the terms and conditions
set forth in the Prospectus.

                                       15


     4. COVENANTS OF THE COMPANY. In addition to the other covenants and
agreements of the Company contained herein, the Company further covenants and
agrees with each of the Underwriters that:

     (a) The Company shall prepare the Prospectus in a form approved by the Lead
Managers and file such Prospectus pursuant to, and within the time period
specified in, Rule 424(b) and Rule 430A or 430C under the Securities Act; prior
to the last date on which an Additional Closing Date, if any, may occur, the
Company shall file no further amendment to the Registration Statement or
amendment or supplement to the Prospectus to which the Lead Managers shall
object in writing after being furnished in advance a copy thereof and given a
reasonable opportunity to review and comment thereon; the Company shall notify
the Lead Managers promptly (and, if requested by the Lead Managers, confirm such
notice in writing) (i) when the Registration Statement and any amendments
thereto become effective, (ii) of any request by the Commission for any
amendment of or supplement to the Registration Statement or the Prospectus or
for any additional information, (iii) of the Company's intention to file, or
prepare any supplement or amendment to, the Registration Statement, any
Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus,
(iv) of the mailing or the delivery to the Commission for filing of any
amendment of or supplement to the Registration Statement or the Prospectus,
including but not limited to Rule 462(b) Registration Statement, (v) the receipt
by the Company of notice of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto, or suspending the use of any Preliminary Prospectus, the
Prospectus or any Issuer Free Writing Prospectus or, in each case, of the
initiation or threatening of any proceedings therefore, (vi) of the receipt of
any comments from the Commission, and (vii) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Shares
for sale in any jurisdiction or the initiation or threatening of any proceeding
for that purpose. If the Commission shall propose or enter a stop order at any
time, the Company will make every effort to prevent the issuance of any such
stop order and, if issued, to obtain the lifting of such order as soon as
possible.

     (b) If at any time when a prospectus relating to the Shares (or, in lieu
thereof, the notice referred to in Rule 173(a) under the Securities Act) is
required to be delivered under the Securities Act, any event shall have occurred
as a result of which the Pricing Disclosure Package (prior to the availability
of the Prospectus) or the Prospectus as then amended or supplemented would, in
the judgment of the Underwriters or the Company, include an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
existing at the time of delivery of such Pricing Disclosure Package or
Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the
Securities Act) to the purchaser, not misleading, or if to comply with the
Securities Act, the Exchange Act or the Rules and Regulations it shall be
necessary at any time to amend or supplement the Pricing Disclosure Package, the
Prospectus or the Registration Statement, the Company will notify the Lead
Managers promptly and prepare and file with the Commission an appropriate
amendment, supplement or document (in form and substance satisfactory to the
Lead Managers) that will correct such statement or omission or effect such
compliance, and will use its best efforts to have any amendment to the
Registration Statement declared effective as soon as possible.

                                       16


     (c) The Company will not, without the prior consent of the Lead Managers,
(i) make any offer relating to the Shares that would constitute a "free writing
prospectus" as defined in Rule 405 under the Securities Act, except for any
Issuer Free Writing Prospectus set forth in Annex III hereto and any "bona fide
electronic road show" (as defined in Rule 433 under the Securities Act)
previously approved by the Lead Managers, or (ii) file, refer to, approve, use
or authorize the use of any "free writing prospectus" as defined in Rule 405
under the Securities Act with respect to the Offering or the Shares. If at any
time any event shall have occurred as a result of which any Issuer Free Writing
Prospectus as then amended or supplemented would, in the judgment of the
Underwriters or the Company, conflict with the information in the Registration
Statement, the Pricing Prospectus or the Prospectus as then amended or
supplemented or would, in the judgment of the Underwriters or the Company,
include an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances existing at the time of delivery to the purchaser,
not misleading, or if to comply with the Securities Act or the Rules and
Regulations it shall be necessary at any time to amend or supplement any Issuer
Free Writing Prospectus, the Company will notify the Lead Managers promptly and,
if requested by the Lead Managers, prepare and furnish without charge to each
Underwriter an appropriate amendment or supplement (in form and substance
satisfactory to the Lead Managers) that will correct such statement, omission or
conflict or effect such compliance.

     (d) The Company has complied and will comply with the requirements of Rule
433 with respect to each Issuer Free Writing Prospectus including, without
limitation, all prospectus delivery, filing, record retention and legending
requirements applicable to each such Issuer Free Writing Prospectus; and the
Company has caused there to be made available at least one version of a "bona
fide electronic road show" (as defined in Rule 433 under the Securities Act) in
a manner that causes the Company not to be required, pursuant to Rule 433(d)
under the Securities Act, to file with the Commission any road show.

     (e) The Company will promptly deliver to each of you and Underwriters'
Counsel a signed copy of the Registration Statement, as initially filed and all
amendments thereto, including all consents and exhibits filed therewith, and
will maintain in the Company's files manually signed copies of such documents
for at least five years after the date of filing. The Company will promptly
deliver to each of the Underwriters such number of copies of any Preliminary
Prospectus, the Prospectus, the Registration Statement, any Issuer Free Writing
Prospectus, and all amendments of and supplements to such documents, if any, as
you may reasonably request. Prior to 5:00 P.M., New York time, on the business
day next succeeding the date of this Agreement and from time to time thereafter,
the Company will furnish the Underwriters with copies of the Prospectus in New
York City in such quantities as you may reasonably request.

     (f) Promptly from time to time, the Company will use its best efforts, in
cooperation with the Lead Managers, to qualify the Shares for offering and sale
under the securities laws relating to the offering or sale of the Shares of such
jurisdictions, domestic or foreign, as the Lead Managers may designate and to
maintain such qualification in effect for so long as required for the
distribution thereof; except that in no event shall the Company be obligated in
connection therewith to qualify as a foreign corporation or to execute a general
consent to service of process or otherwise subject itself to taxation.

                                       17


     (g) The Company will make generally available to its security holders as
soon as practicable, but in any event not later than the Availability Date (as
defined below), an earnings statement of the Company and the Subsidiaries (which
need not be audited) complying with Section 11(a) of the Securities Act and the
Rules and Regulations (including, at the option of the Company, Rule 158 under
the Securities Act). For the purpose of the preceding sentence, "Availability
Date" means the 45th day after the end of the fourth fiscal quarter following
the fiscal quarter that includes the effective date of the Registration
Statement (as defined in Rule 158(c) under the Securities Act), except that if
such fourth fiscal quarter is the last quarter of the Company's fiscal year,
"Availability Date" means the 90th day after the end of such fourth fiscal
quarter.

     (h) During the period of 180 days from the date of the Prospectus (the
"Lock-Up Period"), without the prior written consent of the Lead Managers, the
Company (i) will not, directly or indirectly, issue, offer, sell, agree to
issue, offer or sell, solicit offers to purchase, grant any call option, warrant
or other right to purchase, purchase any put option or other right to sell,
pledge, borrow or otherwise dispose of any Relevant Security, or make any public
announcement of any of the foregoing, (ii) will not establish or increase any
"put equivalent position" or liquidate or decrease any "call equivalent
position" (in each case within the meaning of Section 16 of the Exchange Act and
the Rules and Regulations) with respect to any Relevant Security, and (iii) will
not otherwise enter into any swap, derivative or other transaction or
arrangement that transfers to another, in whole or in part, any economic
consequence of ownership of a Relevant Security, whether or not such transaction
is to be settled by delivery of Relevant Securities, other securities, cash or
other consideration other than the sale of Shares as contemplated by this
Agreement and the Company's issuance of Common Stock upon (A) the conversion or
exchange of convertible or exchangeable securities outstanding on the date
hereof; (B) the exercise of currently outstanding options; (C) the exercise of
currently outstanding warrants; (D) the grant and exercise of options under, or
the issuance and sale of shares pursuant to, equity compensation plans in effect
on the date hereof or as may become effective on or before the Closing Date,
each as described in the Registration Statement, the Pricing Disclosure Package;
and (E) the issuance of any Relevant Security in connection with a strategic
transaction involving the Company in which the recipient agrees to a lock-up
consistent with this subsection (E), PROVIDED, that any such issuance under this
subsection (E) shall not exceed five percent (5%) of the Company's outstanding
securities as of the date of this Agreement without the prior written consent of
the Lead Managers. The Company will not (i) file a registration statement under
the Securities Act in connection with any transaction by the Company or any
person that is prohibited pursuant to the foregoing, except for registration
statements on Form S-8 relating to employee benefit plans, or (ii) publicly
disclose the intention to do any of the foregoing without the prior written
consent of the Lead Managers. In addition, the Company will obtain a letter
agreement in substantially the form of Annex II hereto from each of its officers
and directors and its stockholders, persons and entities listed on Schedule II
hereto.

     Notwithstanding the foregoing, if (1) during the last 17 days of the
Lock-Up Period the Company issues an earnings release or material news or a
material event relating to the Company occurs; or (2) prior to the expiration of
the Lock-Up Period the Company announces that it will release earnings results
during the 16-day period beginning on the last day of the Lock-Up Period, the
restrictions imposed by the immediately preceding paragraph shall continue to
apply until the expiration of the 18-day period beginning on the issuance of the

                                       18


earnings release or the occurrence of the material news or material event, as
applicable, unless the Lead Managers waive, in writing, such extension. The
Company will provide the Lead Managers and any co-managers, each officer and
director of the Company and each stockholder, person and entity listed on
Schedule II hereto with prior notice of any such announcement that gives rise to
an extension of the Lock-Up Period.

     (i) During the period of five years from the effective date of the
Registration Statement, the Company will furnish to you copies of all reports or
other communications (financial or other) furnished to security holders or from
time to time published or publicly disseminated by the Company, and will deliver
to you (i) as soon as they are available, copies of any reports, financial
statements and proxy or information statements furnished to or filed with the
Commission or any national securities exchange on which any class of securities
of the Company is listed; and (ii) such additional information concerning the
business and financial condition of the Company as you may from time to time
reasonably request (such financial information to be on a consolidated basis to
the extent the accounts of the Company and the Subsidiaries are consolidated in
reports furnished to its security holders generally or to the Commission).

     (j) The Company will use its commercially reasonable efforts to maintain
the listing of the Shares on the NASDAQ.

     (k) The Company will apply the net proceeds from the sale of the Shares
substantially as set forth under the caption "Use of Proceeds" in the
Prospectus.

     (l) The Company, during the period when a prospectus (or, in lieu thereof,
the notice referred to in Rule 173(a) under the Securities Act) is required to
be delivered under the Securities Act in connection with the offer or sale of
the Shares, will file all reports and other documents required to be filed by
the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act and the Rules and Regulations within the time periods required
thereby.

     (m) If the Company elects to rely upon Rule 462(b) under the Securities
Act, the Company shall file a Rule 462(b) Registration Statement with the
Commission in compliance with Rule 462 by 10:00 p.m. (Eastern time), on the date
of this Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462 Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Securities Act.

     (n) The Company will not take, and will cause its affiliates (within the
meaning of Rule 144 under the Securities Act) not to take, directly or
indirectly, any action which constitutes or is designed to cause or result in,
or which could reasonably be expected to constitute, cause or result in, the
stabilization or manipulation of the price of any security to facilitate the
sale or resale of the Shares.

     (o) The Company has complied and will comply with all applicable securities
and other applicable laws, rules and regulations in each foreign jurisdiction in
which the Directed Shares are offered, as advised in writing by counsel to the
Underwriters.

                                       19


     5. COVENANT OF THE UNDERWRITERS. Each Underwriter, severally and not
jointly, covenants and agrees with the Company that such Underwriter will not
use or refer to any "free writing prospectus" (as defined in Rule 405 under the
Securities Act) without the prior written consent of the Company if such
Underwriter's use of or reference to such "free writing prospectus" would
require the Company to file with the Commission any "issuer information" (as
defined in Rule 433 under the Securities Act).

     6. PAYMENT OF EXPENSES. Whether or not the transactions contemplated by
this Agreement, the Registration Statement and the Prospectus are consummated or
this Agreement is terminated, the Company hereby agrees, subject to Section 12
hereof, to pay all costs and expenses incident to the performance of its
obligations hereunder, including the following: (i) all expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and
any and all amendments and supplements thereto and the mailing and delivering of
copies thereof to the Underwriters and dealers; (ii) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Securities Act and the Offering; (iii) the
cost of producing this Agreement and any agreement among Underwriters, blue sky
survey, closing documents and other instruments, agreements or documents
(including any compilations thereof) in connection with the Offering; (iv) all
expenses in connection with the qualification of the Shares for offering and
sale under state, Canadian or other foreign securities or blue sky laws as
provided in Section 4(f) hereof and any offering of Directed Shares outside the
United States), including the reasonable and documented fees and disbursements
of counsel for the Underwriters in connection with such qualification or
offering and in connection with any blue sky survey or preparation of a Canadian
"wrapper"; (v) the filing fees incident to, and the reasonable and documented
fees and disbursements of counsel for the Underwriters in connection with,
securing any required review by the NASD of the terms of the Offering; (vi) all
fees and expenses in connection with listing the Shares on the NASDAQ; (vii) all
travel expenses of the Company's officers and employees and any other expense of
the Company incurred in connection with attending or hosting meetings with
prospective purchasers of the Shares; and (viii) any stock transfer taxes
incurred in connection with this Agreement or the Offering. The Company also
will pay or cause to be paid: (x) the cost of preparing stock certificates
representing the Shares; (y) the cost and charges of any transfer agent or
registrar for the Shares; and (z) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section 6. It is understood, however, that except as
provided in Sections 8, 9 and 12 hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel and stock transfer
taxes on resale of any of the Shares by them.

     7. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of the
Underwriters to purchase and pay for the Firm Shares and the Additional Shares,
as provided herein, shall be subject to the accuracy of the representations and
warranties of the Company herein contained, as of the date hereof and as of the
Closing Date (for purposes of this Section 7, "Closing Date" shall refer to the
Closing Date for the Firm Shares and any Additional Closing Date, if different,
for the Additional Shares), to the performance by the Company of all of its
obligations hereunder, and to each of the following additional conditions:

                                       20


     (a) The Prospectus shall have been filed with the Commission in a timely
fashion in accordance with Section 4(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment
thereto, and no stop order suspending or preventing the use of any Preliminary
Prospectus, any Issuer Free Writing Prospectus or the Prospectus, shall have
been issued by the Commission and no proceedings therefor shall have been
initiated or threatened by the Commission; all requests for additional
information on the part of the Commission shall have been complied with to your
reasonable satisfaction; if the Company has elected to rely on Rule 462(b) under
the Securities Act, the Rule 462(b) Registration Statement shall have become
effective by 10:00 p.m. (Washington, D.C. time) on the date of this Agreement;
and all necessary regulatory or stock exchange approvals shall have been
received.

     (b) At the Closing Date you shall have received the written opinion of
Xxxxx Xxxxx, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company,
dated the Closing Date and addressed to the Underwriters, in form and substance
satisfactory to you, to the effect set forth in Annex I hereto.

     (c) At the Closing Date you shall have received the written opinion of
______________, special intellectual property counsel for the Company, dated the
Closing Date and addressed to the Underwriters, in form and substance
satisfactory to you, to the effect set forth in Annex [ __ ] hereto.

     (d) At the Closing Date you shall have received the written opinion of
______________, special intellectual property counsel for the Company, dated the
Closing Date and addressed to the Underwriters, in form and substance
satisfactory to you, to the effect set forth in Annex [ __ ] hereto.

     (e) At the Closing Date, you shall have received the written opinion of
Underwriters' Counsel, dated the Closing Date and addressed to the Underwriters,
in form and substance satisfactory to the Lead Managers, with respect to the
issuance and sale of the Shares, the Registration Statement, the Pricing
Disclosure Package, the Prospectus and such other matters as you may require,
and the Company shall have furnished to Underwriters' Counsel such documents as
they may reasonably request for the purpose of enabling them to pass upon such
matters.

     (f) At the Closing Date you shall have received a certificate of the Chief
Executive Officer and Chief Financial Officer of the Company on behalf of the
Company, dated the Closing Date, in form and substance reasonably satisfactory
to the Lead Managers, as to (i) the accuracy of the representations and
warranties of the Company set forth in Section 1 hereof as of the date hereof
and as of the Closing Date, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to the Closing Date, as to the
matters set forth in subsections (a), (f) and (h) of this Section 7, and as to
such other matters as the Lead Managers may reasonably request; and (ii) that
they have carefully examined the Registration Statement, the Prospectus and the
Pricing Disclosure Package, and, in their opinion, (A) (1) the Registration
Statement, as of its effective date, (2) the Prospectus, as of its date and on
the applicable Closing Date, or (3) the Pricing Disclosure Package, as of the
Applicable Time, did not and do not contain any untrue statement of a material
fact and did not and do not omit to state

                                       21


a material fact required to be stated therein or necessary to make the
statements therein (except in the case of the Registration Statement, in the
light of the circumstances under which they were made) not misleading[, except,
in the case of the Pricing Disclosure Package, that the price of the Common
Stock and disclosures directly relating thereto are included on the cover page
of the Prospectus,] and (B) since the Effective Date, no event has occurred that
should have been set forth in a supplement or amendment to the Registration
Statement, the Prospectus or any Issuer Free Writing Prospectus that has not
been so set forth.

     (g) At the time this Agreement is executed and at the Closing Date, you
shall have received a comfort letter, from KPMG, LLP, independent public
accountants for the Company, dated, respectively, as of the date of this
Agreement and as of the Closing Date, addressed to the Underwriters and in form
and substance satisfactory to the Underwriters and Underwriters' Counsel.

     (h) (i) Neither the Company nor any Subsidiary shall have sustained, since
the date of the latest audited financial statements included in the Pricing
Prospectus, any material loss or interference with its business or properties
from fire, explosion, flood, hurricane, accident or other calamity, whether or
not covered by insurance, or from any labor dispute or any legal or governmental
proceeding, other than as set forth in the Pricing Disclosure Package (exclusive
of any supplement thereto); and (ii) subsequent to the dates as of which
information is given in the Registration Statement (exclusive of any amendment
thereto subsequent to the date hereof) and the Pricing Disclosure Package and
the Prospectus (exclusive of any supplement thereto), there shall not have been
any change in the capital stock or long-term or short-term debt of the Company
or any Subsidiary (excluding the grant and exercise of options under, or the
issuance and sale of shares pursuant to, equity compensation plans in effect on
the date hereof or as may become effective on or before the Closing Date, each
as described in the Registration Statement, the Pricing Disclosure Package) or
any change or any development involving a change, whether or not arising from
transactions in the ordinary course of business, in the business, management,
condition (financial or otherwise), results of operations, stockholders' equity,
properties or prospects of the Company and the Subsidiaries, taken as a whole,
the effect of which, in any such case described above, is, in the judgment of
the Lead Managers, so material and adverse as to make it impracticable or
inadvisable to proceed with the Offering on the terms and in the manner
contemplated in the Pricing Disclosure Package and the Prospectus (exclusive of
any such supplement).

     (i) You shall have received a duly executed lock-up agreement from each
person who is a director or officer of the Company and each shareholder and
other person or entity listed on Schedule II hereto, in each case substantially
in the form attached hereto as Annex II.

     (j) At the Closing Date, the Shares shall have been approved for listing on
the NASDAQ.

     (k) At the Closing Date, the NASD shall have confirmed that it has not
raised any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements for the Offering.

                                       22


     (k) The Company shall have furnished the Underwriters and Underwriters'
Counsel with such other certificates, opinions or other documents as they may
have reasonably requested.

     If any of the conditions specified in this Section 7 shall not have been
fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to you or to Underwriters'
Counsel pursuant to this Section 7 shall not be satisfactory in form and
substance to the Lead Managers and to Underwriters' Counsel, all obligations of
the Underwriters hereunder may be cancelled by the Lead Managers at, or at any
time prior to, the Closing Date and the obligations of the Underwriters to
purchase the Additional Shares may be cancelled by the Lead Managers at, or at
any time prior to, the Additional Closing Date. Notice of such cancellation
shall be given to the Company in writing or by telephone. Any such telephone
notice shall be confirmed promptly thereafter in writing.

                                       23


     8. INDEMNIFICATION.

     (a) The Company shall indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, and each affiliate of any
Underwriter within the meaning of Rule 405 under the Securities Act from and
against any and all losses, liabilities, claims, damages and expenses as
incurred (including but not limited to the reasonable and documented attorneys'
fees and any and all expenses whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or
litigation), joint or several, to which they or any of them may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
a material fact contained (A) in the Registration Statement, as originally filed
or any amendment thereof, or in any Preliminary Prospectus, the Pricing
Disclosure Package or the Prospectus, or in any supplement thereto or amendment
thereof, or in any Issuer Free Writing Prospectus, or in any "issuer
information" (as defined in Rule 433(h)(2) under the Securities Act) filed or
required to be filed pursuant to Rule 433(d) under the Securities Act, (B) in
any other materials or information provided to investors by, or with the
approval of, the Company in connection with the Offering, including in any "road
show" (as defined in Rule 433 under the Securities Act) for the Offering
("Marketing Materials"), (C) any Blue Sky application or other document prepared
or executed by the Company (or based upon any written information furnished by
the Company for use therein) specifically for the purpose of qualifying any or
all of the Shares under the securities laws of any state or other jurisdiction
(any such application, document or information being hereinafter called a "Blue
Sky Application"), or (ii) the omission or alleged omission to state (A) in the
Registration Statement, as originally filed or any amendment thereof, a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or (B) in any Preliminary Prospectus, the Pricing Disclosure
Package or the Prospectus, or in any supplement thereto or amendment thereof, or
in any Issuer Free Writing Prospectus, or any Blue Sky Application, or in any
"issuer information" (as defined in Rule 433(h)(2) under the Securities Act)
filed or required to be filed pursuant to Rule 433(d) under the Securities Act,
or in any Marketing Materials, a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading or (iii) any untrue statement or alleged
untrue statement of a material fact included in the supplement or prospectus
wrapper material distributed in connection with the reservation and sale of the
Directed Shares or the omission or alleged omission therefrom of a material fact
necessary to make the statements therein, when considered in conjunction with
the Prospectus, the Pricing Disclosure Package or Preliminary Prospectus, not
misleading; provided, however, that the Company will not be liable in any such
case to the extent but only to the extent that any such loss, liability, claim,
damage or expense arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Underwriter through the Lead Managers expressly
for use therein. The parties agree that such information provided by or on
behalf of any Underwriter through the Lead Managers consists solely of the
material referred to in Section 16 hereof. This indemnity agreement will be in
addition to any liability which the Company may otherwise have, including but
not limited to other liability under this Agreement.

                                       24


     (b) Each Underwriter, severally and not jointly, shall indemnify and hold
harmless the Company, each of the directors of the Company, each of the officers
of the Company who shall have signed the Registration Statement, and each other
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses,
liabilities, claims, damages and expenses whatsoever as incurred (including but
not limited to the reasonable and documented attorneys' fees and all expenses
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation), joint or several, to which they or
any of them may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, liabilities, claims, damages or expenses (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, as originally filed or any amendment thereof, or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or (ii) any
untrue statement or alleged untrue statement of a material fact included in any
Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or in
any amendment thereof or supplement thereto, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent, that
any such loss, liability, claim, damage or expense arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter through the Lead Managers specifically for use therein; provided,
however, that in no case shall any Underwriter be liable or responsible for any
amount in excess of the underwriting discount applicable to the Shares to be
purchased by such Underwriter hereunder. The parties agree that such information
provided by or on behalf of any Underwriter through the Lead Managers consists
solely of the material referred to in Section 16 hereof.

     (c) In connection with the offer and sale of Directed Shares the Company
agrees promptly upon written notice, to indemnify and hold harmless the
"Designated Underwriter" and each person, if any, who controls the Designated
Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, and each affiliate of the Designated Underwriter within the
meaning of Rule 405 under the Securities Act from and against any and all
losses, liabilities, claims, damages and expenses incurred by them as a result
of (i) the violation of any applicable laws or regulations of any foreign
jurisdictions where Directed Shares have been offered or (ii) the failure of any
Directed Share Purchaser, who has agreed to purchase Directed Shares, to pay for
and accept delivery of the Directed Shares. Under no circumstances will the Lead
Managers or any Underwriter be liable to the Company or to any Directed Share
Purchaser for any action taken or omitted to be taken in connection with the
Directed Shares or any transaction effected with any Directed Share Purchaser,
except to the extent found in a final judgment by a court of competent
jurisdiction (not subject to further appeal) to have resulted primarily and
directly from the gross negligence or willful misconduct of the Lead Managers or
such Underwriter, as the case may be.

     (d) Promptly after receipt by an indemnified party under subsection (a),
(b) or (c) above of notice of any claims or the commencement of any action, such
indemnified party

                                       25


shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is
to be sought in writing of the claim or the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve the indemnifying
party from any liability which it may have under this Section 8 to the extent
that it is not materially prejudiced as a result thereof). In case any such
claim or action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate, at its own expense in the defense of such action, and
to the extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel satisfactory to such indemnified party;
provided however, that counsel to the indemnifying party shall not (except with
the written consent of the indemnified party) also be counsel to the indemnified
party. Notwithstanding the foregoing, the indemnified party or parties shall
have the right to employ its or their own counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
or parties unless (i) the employment of such counsel shall have been authorized
in writing by one of the indemnifying parties in connection with the defense of
such action, (ii) the indemnifying parties shall not have employed counsel to
have charge of the defense of such action within a reasonable time after notice
of commencement of the action, (iii) the indemnifying party does not diligently
defend the action after assumption of the defense, or (iv) such indemnified
party or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such fees and expenses of not more than one counsel (in addition to any local
counsel) shall be borne by the indemnifying parties. No indemnifying party
shall, without the prior written consent of the indemnified parties, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened claim, investigation, action or proceeding in
respect of which indemnity or contribution may be or could have been sought by
an indemnified party under this Section 8 or Section 9 hereof (whether or not
the indemnified party is an actual or potential party thereto), unless such
settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such claim, investigation,
action or proceeding and (ii) does not include a statement as to or an admission
of fault, culpability or any failure to act, by or on behalf of the indemnified
party.

     9. CONTRIBUTION. In order to provide for contribution in circumstances in
which the indemnification provided for in Section 8 hereof is for any reason
held to be unavailable from any indemnifying party or is insufficient to hold
harmless a party indemnified thereunder, the Company and the Underwriters, as
the case may be, shall contribute to the aggregate losses, claims, damages,
liabilities and expenses of the nature contemplated by such indemnification
provision (including any investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or
proceeding or any claims asserted, but after deducting in the case of losses,
liabilities claims, damages, and expenses suffered by the Company, any
contribution received by the Company from persons, other than the Underwriters,
who may also be liable for contribution, including persons who control the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, officers of the Company who signed the Registration Statement
and directors of the Company) as incurred to which the Company and one or more
of the Underwriters may be

                                       26


subject, in such proportions as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from
the Offering or, if such allocation is not permitted by applicable law, in such
proportions as are appropriate to reflect not only the relative benefits
referred to above but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, liabilities claims, damages, or expenses, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as (x) the total proceeds from the Offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company bears to (y) the underwriting discount or commissions received by
the Underwriters, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault of each of the Company and of the
Underwriters shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Underwriters further
agree that it would not be just and equitable if contribution pursuant to this
Section 9 were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this Section 9. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
9 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any judicial, regulatory or
other legal or governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission. Notwithstanding the provisions of this Section 9,
(i) no Underwriter shall be required to contribute any amount in excess of the
amount by which the discounts and commissions applicable to the Shares
underwritten by it and distributed to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission and (ii)
no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 8, each person, if any, who controls an Underwriter within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act and each
affiliate of any Underwriter within the meaning of Rule 405 under the Securities
Act shall have the same rights to contribution as such Underwriter, and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, each officer of the Company
who shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company, as
applicable, subject in each case to clauses (i) and (ii) of the immediately
preceding sentence. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made against another
party or parties, notify each party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any

                                       27


obligation it or they may have under this Section 9 or otherwise. The
obligations of the Underwriters to contribute pursuant to this Section 9 are
several in proportion to the respective number of Shares to be purchased by each
of the Underwriters hereunder and not joint.

     10. UNDERWRITER DEFAULT.

     (a) If any Underwriter or Underwriters shall default in its or their
obligation to purchase Firm Shares or Additional Shares hereunder, and if the
Firm Shares or Additional Shares with respect to which such default relates (the
"Default Shares") do not (after giving effect to arrangements, if any, made by
the Lead Managers pursuant to subsection (b) below) exceed in the aggregate 10%
of the number of Firm Shares or Additional Shares, each non-defaulting
Underwriter, acting severally and not jointly, agrees to purchase from the
Company that number of Default Shares that bears the same proportion of the
total number of Default Shares then being purchased as the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I hereto bears to
the aggregate number of Firm Shares set forth opposite the names of the
non-defaulting Underwriters, subject, however, to such adjustments to eliminate
fractional shares as the Lead Managers in their sole discretion shall make.

     (b) In the event that the aggregate number of Default Shares exceeds 10% of
the number of Firm Shares or Additional Shares, as the case may be, the Lead
Managers may in their discretion arrange for themselves or for another party or
parties (including any non-defaulting Underwriter or Underwriters who so agree)
to purchase the Default Shares on the terms contained herein. In the event that
within five calendar days after such a default the Lead Managers do not arrange
for the purchase of the Default Shares as provided in this Section 10, this
Agreement or, in the case of a default with respect to the Additional Shares,
the obligations of the Underwriters to purchase and of the Company to sell the
Additional Shares shall thereupon terminate, without liability on the part of
the Company with respect thereto (except in each case as provided in Sections 6,
8, 9, 10 and 12(d)) or the Underwriters, but nothing in this Agreement shall
relieve a defaulting Underwriter or Underwriters of its or their liability, if
any, to the other Underwriters and the Company for damages occasioned by its or
their default hereunder.

     (c) In the event that any Default Shares are to be purchased by the
non-defaulting Underwriters, or are to be purchased by another party or parties
as aforesaid, the Lead Managers or the Company shall have the right to postpone
the Closing Date or Additional Closing Date, as the case may be for a period,
not exceeding five business days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus or in
any other documents and arrangements, and the Company agrees to file promptly
any amendment or supplement to the Registration Statement or the Prospectus
which, in the opinion of Underwriters' Counsel, may thereby be made necessary or
advisable. The term "Underwriter" as used in this Agreement shall include any
party substituted under this Section 9 with like effect as if it had originally
been a party to this Agreement with respect to such Firm Shares and Additional
Shares.

     11. SURVIVAL OF REPRESENTATIONS AND AGREEMENTS. All representations and
warranties, covenants and agreements of the Underwriters and the Company
contained in this Agreement or in certificates of officers of the Company or any
Subsidiary submitted pursuant

                                       28


hereto, including the agreements contained in Sections 4 and 5, the indemnity
agreements contained in Section 8 and the contribution agreements contained in
Section 9, shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any controlling person
thereof or by or on behalf of the Company, any of its officers and directors or
any controlling person thereof, and shall survive delivery of and payment for
the Shares to and by the Underwriters. The representations contained in Section
1 and the agreements contained in Sections 4, 5, 8, 9, 11 and 12 hereof shall
survive any termination of this Agreement, including termination pursuant to
Section 10 or 12 hereof.

     12. EFFECTIVE DATE OF AGREEMENT; TERMINATION.

     (a) This Agreement shall become effective when the parties hereto have
executed and delivered this Agreement.

     (b) The Lead Managers shall have the right to terminate this Agreement at
any time prior to the Closing Date or to terminate the obligations of the
Underwriters to purchase the Additional Shares at any time prior to the
Additional Closing Date, as the case may be, if, at or after the Applicable
Time, (i) any domestic or international event or act or occurrence has
materially disrupted, or in the opinion of the Lead Managers will in the
immediate future materially disrupt, the market for the Company's securities or
securities in general; or (ii) a suspension or material limitation in trading in
securities generally on the NYSE or NASDAQ shall have occurred; or (iii) a
suspension or material limitation in trading in the Company's securities on
NASDAQ shall have occurred; or (iv) a banking moratorium has been declared by
any state or federal authority or any material disruption in commercial banking
or securities settlement or clearance services shall have occurred; or (v)(A)
there shall have occurred any outbreak or escalation of hostilities or acts of
terrorism involving the United States or there is a declaration of a national
emergency or war by the United States or (B) there shall have been any other
calamity or crisis or any change in political, financial or economic conditions
if the effect of any such event in (A) or (B), in the judgment of the Lead
Managers, makes it impracticable or inadvisable to proceed with the offering,
sale and delivery of the Firm Shares or the Additional Shares, as the case may
be, on the terms and in the manner contemplated by the Prospectus.

     (c) Any notice of termination pursuant to this Section 12 shall be in
writing.

     (d) If this Agreement shall be terminated pursuant to any of the provisions
hereof (other than pursuant to Section 10(b) hereof), or if the sale of the
Shares provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth herein is not satisfied or because of
any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof, the Company will, subject
to demand by the Lead Managers, reimburse the Underwriters for all reasonable
and documented out-of-pocket expenses (including the fees and expenses of their
counsel), incurred by the Underwriters in connection herewith.

     13. NOTICES. All communications hereunder, except as may be otherwise
specifically provided herein, shall be in writing, and:

                                       29


     (e) if sent to any Underwriter, shall be mailed, delivered, or faxed and
confirmed in writing, to such Underwriter c/o Bear, Xxxxxxx & Co. Inc., 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Parish, Senior
Managing Director, Equity Transactions Group, (Fax: [ ]- [ ]-[ ]) and Xxxxxx
Brothers Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Syndicate Registration (Fax: 000-000-0000), with a copy, in the case of any
notice pursuant to Section 8, to the Director of Litigation, Office of the
General Counsel, Xxxxxx Brothers Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (Fax: 000-000-0000), and with a copy to Underwriter's Counsel at
Ropes & Xxxx, LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000, Attention: Xxxxxxx
X' Xxxxx; (Fax: 000-000-0000);

     (f) if sent to the Company, shall be mailed, delivered, or faxed and
confirmed in writing to the Company and its counsel at the addresses set forth
in the Registration Statement, Attention: President and Chief Executive Officer
(Fax: 000-000-0000), and with a copy to the Company's counsel at Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000,
Attention: Xxxxxxxx X. Xxxxxxx (Fax: 000-000-0000);

PROVIDED, HOWEVER, that any notice to an Underwriter pursuant to Section 8 shall
be delivered or sent by mail or facsimile transmission to such Underwriter at
its address set forth in its acceptance facsimile to Bear Xxxxxxx, which address
will be supplied to any other party hereto by Bear Xxxxxxx upon request. Any
such notices and other communications shall take effect at the time of receipt
thereof.

     14. PARTIES. This Agreement shall inure solely to the benefit of, and shall
be binding upon, the Underwriters and the Company and the controlling persons,
directors, officers, employees and agents referred to in Sections 8 and 9
hereof, and their respective successors and assigns, and no other person shall
have or be construed to have any legal or equitable right, remedy or claim under
or in respect of or by virtue of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and said
controlling persons and their respective successors, officers, directors, heirs
and legal representatives, and it is not for the benefit of any other person,
firm or corporation. The term "successors and assigns" shall not include a
purchaser, in its capacity as such, of Shares from any of the Underwriters.

     15. GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. The Company irrevocably (a) submits to the jurisdiction of any court
of the State of New York or the United State District Court for the Southern
District of the State of New York for the purpose of any suit, action, or other
proceeding arising out of this Agreement, or any of the agreements or
transactions contemplated by this Agreement, the Registration Statement and the
Prospectus (each, a "Proceeding"), (b) agrees that all claims in respect of any
Proceeding may be heard and determined in any such court, (c) waives, to the
fullest extent permitted by law, any immunity from jurisdiction of any such
court or from any legal process therein, (d) agrees not to commence any
Proceeding other than in such courts, and (e) waives, to the fullest extent
permitted by law, any claim that such Proceeding is brought in an inconvenient
forum. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY
LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS)

                                       30


HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM
BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE
PROSPECTUS.

     16. UNDERWRITER INFORMATION. The parties acknowledge and agree that, for
purposes of Sections 1(b), 1(c), and 8 hereof, the information provided by or on
behalf of any Underwriter consists solely of the material included in paragraphs
four, 13, and 14 under the caption "Underwriting" in the Prospectus.

     17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of
a signed counterpart of this Agreement by facsimile transmission shall
constitute valid and sufficient delivery thereof.

     18. HEADINGS. The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

     19. TIME IS OF THE ESSENCE. Time shall be of the essence of this Agreement.
As used herein, the term "business day" shall mean any day when the Commission's
office in Washington, D.C. is open for business.

                            [signature page follows]

                                       31


     If the foregoing correctly sets forth your understanding, please so
indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement among us.

                                                     Very truly yours,

                                                     SYNTA PHARMACEUTICALS CORP.

                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:

Accepted as of the date first above written

BEAR, XXXXXXX & CO. INC.

By:
   ---------------------------------------
   Name:
   Title:

XXXXXX BROTHERS INC.

By:
   ---------------------------------------
   Name:
   Title:

On behalf of themselves and the other
Underwriters named in Schedule I hereto.



                                   SCHEDULE I




                                                                             NUMBER OF ADDITIONAL
                                             TOTAL NUMBER OF FIRM            SHARES TO BE PURCHASED IF
UNDERWRITER                                  SHARES TO BE PURCHASED          OPTION IS FULLY EXERCISED
                                                                       
Bear, Xxxxxxx & Co. Inc.
Xxxxxx Brothers Inc.
Lazard Capital Markets, LLC
Xxxxxxxxxx & Co., LLC

                     Total.............
                                             ======================          =========================




                                   SCHEDULE II



                                    EXHIBIT A

                                  SUBSIDIARIES

Synta Securities Corp. (MA)
Synta Limited (UK)



                                     ANNEX I

                               Mintz Xxxxx Opinion



                                    ANNEX II

                            FORM OF LOCK-UP AGREEMENT



                                    ANNEX III

   Issuer Free Writing Prospectuses included in the Pricing Disclosure Package