RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           SYNTA PHARMACEUTICALS CORP.
                   (Originally incorporated on March 10, 2000
                  under the name Neutra Pharmaceuticals Corp.)
 
       FIRST: The name of the corporation is Synta Pharmaceuticals Corp. (the
"Corporation").
 
       SECOND: The name and address of the Corporation's registered agent in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, City of Wilmington, County of New Castle.
 
         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity or carry on any business for which corporations may be organized under
the Delaware General Corporation Law or any successor statute.
 
       FOURTH:
 
       A. DESIGNATION AND NUMBER OF SHARES.
 
       The total number of shares of all classes of stock which the Corporation
shall have the authority to issue is 105,000,000 shares, consisting of
100,000,000 shares of common stock, par value $0.0001 per share (the "Common
Stock") and 5,000,000 shares of Preferred Stock, par value $0.0001 per share
(the "Preferred Stock").
 
       B. PREFERRED STOCK.
 
            1. Shares of Preferred Stock may be issued in one or more series at
such time or times and for such consideration as the Board of Directors may
determine.
 
            2. Authority is hereby expressly granted to the Board of Directors
to fix from time to time, by resolution or resolutions providing for the
establishment and/or issuance of any series of Preferred Stock, the designation
and number of the shares of such series and the powers, preferences and rights
of such series, and the qualifications, limitations or restrictions thereof, to
the fullest extent such authority may be conferred upon the Board of Directors
under the Delaware General Corporation Law.
 
         The number of authorized shares of Common Stock or Preferred Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of all of the then-outstanding shares of capital stock of the Corporation
entitled to vote thereon, without a vote of the holders of the
 
 
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Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the terms of any Preferred Stock designation.
 
       C. COMMON STOCK.
 
       The holders of the Common Stock are entitled to one vote for each share
held; PROVIDED, HOWEVER, that, except as otherwise required by law, holders of
Common Stock shall not be entitled to vote on any amendment to this Restated
Certificate of Incorporation (including any certificate of designation relating
to Preferred Stock) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are entitled,
either separately or together as a class with the holders of one or more other
such series, to vote thereon by law or pursuant to this Restated Certificate of
Incorporation (including any certificate of designation relating to Preferred
Stock).
 
       FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
 
       A. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by statute or by this Restated
Certificate of Incorporation or the Bylaws of the Corporation as in effect from
time to time, the directors are hereby empowered to exercise all such powers and
do all such acts and things as may be exercised or done by the Corporation.
 
       B. The directors of the Corporation need not be elected by written ballot
unless the Bylaws so provide.
 
       C. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any action required or permitted to be taken by the
stockholders of the Corporation may be effected only at a duly called annual or
special meeting of stockholders of the Corporation and not by written consent.
 
       D. Special meetings of the stockholders may only be called by the Board
of Directors acting pursuant to a resolution adopted by a majority of the Whole
Board. For the purposes of this Restated Certificate of Incorporation, the term
"Whole Board" shall mean the total number of authorized directors whether or not
there exist any vacancies in previously authorized directorships.
 
       SIXTH:
 
       A. Subject to the rights of the holders of shares of any series of
Preferred Stock then outstanding to elect additional directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board.
 
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       B. The directors, other than those who may be elected by the holders of
shares of any series of Preferred Stock under specified circumstances, shall be
divided into three classes, with the term of office of the first class to expire
at the first annual meeting of stockholders following the initial classification
of directors, the term of office of the second class to expire at the second
annual meeting of stockholders following the initial classification of
directors, and the term of office of the third class to expire at the third
annual meeting of stockholders following the initial classification of
directors. At each annual meeting of stockholders, directors elected to succeed
those directors whose terms expire, other than directors elected by the holders
of any series of Preferred Stock under specified circumstances, shall be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after their election and until their successors are duly elected
and qualified. The Board of Directors is authorized to assign members of the
Board already in office to such classes as it may determine at the time the
classification of the Board of Directors pursuant to this Restated Certificate
of Incorporation becomes effective.
 
       C. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise required by law or by resolution
of the Board of Directors, be filled only by a majority vote of the directors
then in office even though less than a quorum, or by a sole remaining director,
and not by stockholders, and directors so chosen shall serve for a term expiring
at the annual meeting of stockholders at which the term of office of the class
to which they have been chosen expires or until such director's successor shall
have been duly elected and qualified. No decrease in the authorized number of
directors shall shorten the term of any incumbent director.
 
       D. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.
 
       E. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any director, or the entire Board of Directors, may be removed
from office at any time only for cause and only by the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote at
an election of the directors, voting together as a single class.
 
       SEVENTH: The Board of Directors is expressly empowered to adopt, amend or
repeal Bylaws of the Corporation. Any adoption, amendment or repeal of the
Bylaws of the Corporation by the Board of Directors shall require the approval
of a majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation; provided, that in addition
to any vote of the holders of any class or series of stock of the Corporation
required by law or by this Restated Certificate of Incorporation, the
affirmative vote of the holders of at least eighty (80%) of the voting power of
all of the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required for the stockholders to adopt, amend or repeal
any provision of the Bylaws of the Corporation.
 
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       EIGHTH:
 
       A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved (including, without limitation, as a witness)
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or an officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, or trustee of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "Indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or
trustee or in any other capacity while serving as a director, officer or
trustee, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such Indemnitee in
connection therewith; provided, however, that, except as provided in Paragraph C
of this Article EIGHTH with respect to proceedings to enforce rights to
indemnification or as otherwise required by law, the Corporation shall not be
required to indemnify or advance expenses to any such Indemnitee in connection
with a proceeding (or part thereof) initiated by such Indemnitee unless such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
 
       B. In addition to the right to indemnification conferred in Paragraph A
of this Article EIGHTH, an Indemnitee shall also have the right to be paid by
the Corporation the expenses (including attorney's fees) incurred in defending
any such proceeding in advance of its final disposition; provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an Indemnitee in his capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
Indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses under this Paragraph B or otherwise.
 
       C. If a claim under Paragraph A or B of this Article EIGHTH is not paid
in full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
Indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Indemnitee shall also be
entitled to be paid the expenses of prosecuting or defending such suit. In (i)
any suit brought by the Indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the Indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation
 
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shall be entitled to recover such expenses upon a final adjudication that, the
Indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its directors who are not parties to such action, a committee of such
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its directors who
are not parties to such action, a committee of such directors, independent legal
counsel, or its stockholders) that the Indemnitee has not met such applicable
standard of conduct, shall create a presumption that the Indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article EIGHTH or otherwise shall be on the Corporation.
 
       D. The rights to indemnification and to the advancement of expenses
conferred in this Article EIGHTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation as amended from time to time, the Corporation's
Bylaws, any agreement, any vote of stockholders or disinterested directors or
otherwise.
 
       E. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
 
       F. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article EIGHTH with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
 
       G. The rights conferred upon Indemnitees in this Article EIGHTH shall be
contract rights and such rights shall continue as to an Indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the Indemnitee's heirs, executors and administrators. Any amendment,
alteration or repeal of this Article EIGHTH that adversely affects any right of
an Indemnitee or its successors shall be prospective only and shall not limit or
eliminate any such right with respect to any proceeding involving any occurrence
or alleged occurrence of any action or omission to act that took place prior to
any such amendment, alteration or repeal.
 
       NINTH: No director shall be personally liable to the Corporation or its
stockholders for any monetary damages for breaches of fiduciary duty as a
director; provided that this provision shall not eliminate or limit the
liability of a director, to the extent that such liability is imposed by
applicable law, (i) for any breach of the director's duty of loyalty to the
Corporation or its
 
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stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174 or
successor provisions of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability or alleged liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
If the Delaware General Corporation Law is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
All references in this Article NINTH to a director shall also be deemed to refer
to any such director acting in his or her capacity as a Continuing Director (as
defined in Article ELEVENTH).
 
       TENTH: The Corporation reserves the right to amend or repeal any
provision contained in this Restated Certificate of Incorporation in the manner
prescribed by the Delaware General Corporation Law and all rights conferred upon
stockholders are granted subject to this reservation; provided that in addition
to the vote of the holders of any class or series of stock of the Corporation
required by law or by this Restated Certificate of Incorporation, the
affirmative vote of the holders of shares of voting stock of the Corporation
representing at least eighty (80%) of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend, alter or repeal, or adopt any provision inconsistent with,
Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, this Article TENTH and Article
ELEVENTH of this Restated Certificate of Incorporation.
 
       ELEVENTH: The Board of Directors is expressly authorized to cause the
Corporation to issue rights pursuant to Section 157 of the Delaware General
Corporation Law and, in that connection, to enter into any agreements necessary
or convenient for such issuance, and to enter into other agreements necessary
and convenient to the conduct of the business of the Corporation. Any such
agreement may include provisions limiting, in certain circumstances, the ability
of the Board of Directors of the Corporation to redeem the securities issued
pursuant thereto or to take other action thereunder or in connection therewith
unless there is a specified number or percentage of Continuing Directors then in
office. Pursuant to Section 141(a) of the Delaware General Corporation Law, the
Continuing Directors shall have the power and authority to make all decisions
and determinations, and exercise or perform such other acts, that any such
agreement provides that such Continuing Directors shall make, exercise or
perform. For purposes of this Article ELEVENTH and any such agreement, the term,
"Continuing Directors," shall mean (1) those directors who were members of the
Board of Directors of the Corporation at the time the Corporation entered into
such agreement and any director who subsequently becomes a member of the Board
of Directors, if such director's nomination for election to the Board of
Directors is recommended or approved by the majority vote of the Continuing
Directors then in office or (2) such members of the Board of Directors
designated in, or in the manner provided in, such agreement as Continuing
Directors.
 
       IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates and further amends the provisions of the Restated
Certificate of Incorporation of this
 
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Corporation, and which has been duly adopted in accordance with Sections 242 and
245 of the Delaware General Corporation Law, has been executed by its duly
authorized President and Chief Executive Officer this __ day of __________,
2007.
 
                                   SYNTA PHARMACEUTICALS CORP.
 
 
                                   By:
                                       -----------------------------------------
                                       Safi R. Bahcall, Ph.D.
                                       Its President and Chief Executive Officer
 
 
 
 
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