0001193125-09-253999 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 15, 2008 and is entered into by and among AVEO PHARMACEUTICALS, INC., a Delaware corporation, and each of its subsidiaries, (hereinafter collectively referred to as the “Borrower”), COMERICA BANK (“Comerica”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Hercules”, together with COMERICA collectively referred to as “Lender”).

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AVEO Pharmaceuticals, Inc. Restricted Stock Agreement Granted Under 2002 Stock Incentive Plan
Restricted Stock Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • Delaware
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SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts

THIS SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”), made this 11th day of December, 2009 (the “Effective Date”), is entered into by AVEO Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 75 Sidney Street, 4th Floor, Cambridge, MA 02139 (the “Company”), and Dr. Jeno Gyuris, residing at 139 Lexington Road, Lincoln, MA 01773 (the “Employee”).

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CONSULTATION AND SCIENTIFIC ADVISORY BOARD AGREEMENT
Consultation and Scientific Advisory Board Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts

CONSULTING AND SCIENTIFIC ADVISORY BOARD AGREEMENT dated as of the 1ST day of January, 2008, between AVEO PHARMACEUTICALS, INC., a Delaware corporation with offices at 75 Sidney Street, 4th Floor, Cambridge, MA 02139 (the “Company”) and Ronald A. DePinho, MD residing at 565 Boylston Street, Brookline, MA 02445 (“Consultant”).

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. FIRST AMENDED AND RESTATED LICENSE AND RESEARCH COLLABORATION AGREEMENT between MERCK & CO., INC. and AVEO PHARMACEUTICALS, INC.
License and Research Collaboration Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • New Jersey

This First Amended and Restated License and Research Collaboration Agreement (the “Agreement”), effective as of April 13, 2005 (the “Restatement Effective Date”) by and between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”), and AVEO PHARMACEUTICALS, INC. (formerly known as GenPath Pharmaceuticals, Inc. or “GENPATH”), a corporation organized and existing under the laws of Delaware (“AVEO”), amends, supersedes, and restates in its entirety, the License and Research Collaboration Agreement effective as of November 10, 2003 (the “Effective Date”) by and between MERCK and GENPATH (the “Prior Agreement”).

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OPTION AND LICENSE AGREEMENT
Option and License Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts
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Contract
Warrant Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • California

THE WARRANT PROVIDED FOR IN THIS AGREEMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

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SUBLEASE AGREEMENT
Sublease Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts
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AMENDED AND RESTATED CONSULTING AND SCIENTIFIC ADVISORY BOARD AGREEMENT
Consulting And • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts

AMENDED AND RESTATED CONSULTING AND SCIENTIFIC ADVISORY BOARD AGREEMENT (the “Consulting Agreement”) dated as of this 1st day of January 2008, between AVEO PHARMACEUTICALS, INC., a Delaware corporation with offices at 75 Sidney Street, 4th Floor, Cambridge, MA 02139 (the “Company”) and Raju Kucherlapati, PhD residing at 6 Wildflower Lane, Weston, MA 02493 (“Consultant”).

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • New York

provided that, AVEO shall waive the milestone payments under (I) Section 6.4(a)(i) with respect to the first [**] and (II) Section 6.4(a)(ii) with respect to (A) the first [**] after the Restatement Effective Date and (B) the first [**].

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Contract
Aveo Pharmaceuticals Inc • December 16th, 2009 • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN IN ACCORDANCE WITH APPLICABLE LAW.

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts

This agreement, effective as of March 19, 2002 (“Effective Date”), is between the Dana-Farber Cancer Institute, Inc., a Massachusetts non-profit organization having a principal place of business at 44 Binney Street, Boston, Massachusetts, 02115 (“DFCI”) and GenPath Pharmaceuticals, Inc., a Delaware corporation (“Licensee”).

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LICENSE AND RESEARCH COLLABORATION AGREEMENT
Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • New Jersey

THIS AGREEMENT, effective as of August 30, 2005 (the “Effective Date”), by and between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“MERCK”) and AVEO PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“AVEO”).

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Contract
Warrant Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • California

THE WARRANT PROVIDED FOR IN THIS AGREEMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

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MASTER SECURITY AGREEMENT dated as of December 8, 2003 (“Agreement”)
Master Security Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc

THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party”) and Genpath Therapeutics, Inc. (“Debtor”). Secured Party has an office at 401 Merritt 7 Suite 23, Norwalk, CT 06851-1177. Debtor is a corporation organized and existing under the laws of the state of Delaware (“the State”). Debtor’s mailing address and chief place of business is 300 Technology Drive, 7th Floor, Cambridge, MA 02139.

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SUBLEASE
Lease • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts
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Amended and Restated EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 19th day of December, 2008, by and among AVEO Pharmaceuticals, Inc. (f/k/a GenPath Pharmaceuticals, Inc.), a Delaware corporation (“Employer”), and Tuan Ha-Ngoc (“Employee”).

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LICENSE AGREEMENT
License Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • New York

This LICENSE AGREEMENT (this “Agreement”) is entered into as of December 21, 2006 (the “Effective Date”) by and between KIRIN BREWERY CO., LTD, a Japanese corporation with its principal offices at 10-1, Shinkawa 2-chome, Chuo-ku, Tokyo, 104-8288 Japan (“Kirin”), and AVEO PHARMACEUTICALS, INC., a Delaware corporation with its principal offices at 75 Sidney Street, Cambridge, MA 02139 United States (“Aveo”). Kirin and Aveo may be referred to herein each, individually, as a “Party” or, collectively, as the “Parties.”

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT By and Between AVEO PHARMACEUTICALS, INC. and SCHERING CORPORATION, acting through...
Development and License Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • New York

This Research, Development and License Agreement (this “Agreement”), dated as of March 23, 2007 (the “Execution Date”), is entered into by and between AVEO PHARMACEUTICALS, INC. (“AVEO”), a Delaware corporation having a principal office at 75 Sidney Street, Cambridge, Massachusetts 02139 U.S.A.; and SCHERING CORPORATION, acting through its Schering-Plough Research Institute division (“Schering-Plough”), a New Jersey corporation having a principal office located at 2000 Galloping Hill Road, Kenilworth, New Jersey 07033 U.S.A. AVEO and Schering-Plough are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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AVEO Pharmaceuticals, Inc. Incentive Stock Option Agreement Granted Under 2002 Stock Incentive Plan
Incentive Stock Option Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc
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AVEO PHARMACEUTICALS, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc • Massachusetts

This Agreement dated as of March 18, 2009, is entered into by and among AVEO Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the Purchasers (as defined herein).

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AVEO Pharmaceuticals, Inc. Nonstatutory Stock Option Agreement Granted Under 2002 Stock Incentive Plan
Nonstatutory Stock Option Agreement • December 16th, 2009 • Aveo Pharmaceuticals Inc
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