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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

Amendment No. 2





(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended: December 31, 2010

Or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                     to

Commission file number: 001-34655





AVEO PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-3581650                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

75 Sidney Street

Cambridge, Massachusetts 02139

(Address of Principal Executive Offices) (zip code)

Registrants telephone number, including area code: (617) 299-5000

Securities registered pursuant to Section 12(b) of the Act:



|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Title of each class           |  | Name of each exchange on which registered
|Common Stock, $.001 par value |  | NASDAQ Global Market                     

Securities registered pursuant to Section 12(g) of the Act:

None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not
contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The aggregate market value of the registrants common stock, $0.001 par value per share (Common Stock), held by
non-affiliates of the registrant, based on the last reported sale price of the Common Stock on the NASDAQ Global Market at the close of business on June 30, 2010, was $161,865,077. For purposes hereof, shares of Common Stock held by each
executive officer and director of the registrant and entities affiliated with such executive officers and directors have been excluded from the foregoing calculation because such persons and entities may be deemed to be affiliates of the registrant.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares
outstanding of the registrants Common Stock as of February 28, 2011: 35,857,858











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AVEO PHARMACEUTICALS, INC.

TABLE OF CONTENTS



|           |  |                                                                                                |    |          |    | 
|---------- |  | ---------------------------------------------------------------------------------------------- | -- | -------- | -- | 
|           |  |                                                                                                |    | Page No. |   
|           | 
|PART III   |  |                                                                                                | 1  |         
|           |  |                                                                                               
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                         |    |          | 1  | 
|           |  |                                                                                               
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |    |          | 6  | 
|           |  |                                                                                               
|Item 13.   |  | Certain Relationships and Related Transactions, and Director Independence                      |    |          | 10 | 
|           | 
|PART IV    |  |                                                                                                | 13 |         
|           |  |                                                                                               
|Item 15.   |  | Exhibits and Financial Statement Schedules                                                     |    |          | 13 | 
|           | 
|Signatures |  |                                                                                                | 14 |         



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EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A (Amendment No. 2) amends AVEO Pharmaceuticals, Inc.s (AVEO,
we, our, us or the Company) Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with the Securities and Exchange Commission (SEC) on March 11,
2011, as amended by Amendment No. 1 on Form 10-K/A, which was filed with the SEC on April 4, 2011 (collectively, the Original Filing). We are filing this Amendment No. 2 for the purpose of updating the information required in
Part III of Form 10-K to reflect the election of our new director. Except as described above, this Amendment No. 2 does not amend any other information set forth in the Original Filing, and we have not updated disclosures included
therein to reflect any subsequent events.



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PART III



|ITEM 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Information about our Executive Officers

A list of our executive officers
and their biographical information appears in Part I, Item 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 as filed with the SEC on March 11, 2011, under the heading Business  Executive
Officers.

Information about our Board of Directors and Nominees

Below are the names and ages of each of our directors and nominees for election at our 2011 annual meeting of stockholders, a discussion
of their qualifications to serve on our board and their principal occupations and business experience for at least the past five years. There are no family relationships between or among any of our officers or directors.



|                                  |  |     |  |                                                
|--------------------------------- |  | --- |  | -----------------------------------------------
|Name                              |  | Age |  | Position                                       
|Kenneth M. Bate(1)(2)             |  | 60  |  | Director                                       
|Douglas G. Cole, M.D.(1)(4)       |  | 50  |  | Director                                       
|Ronald A. DePinho, M.D.           |  | 56  |  | Director                                       
|Anthony B. Evnin, Ph.D.(1)(3)     |  | 70  |  | Director (Chairman of the Board)               
|Nicholas G. Galakatos(2)          |  | 53  |  | Director                                       
|Tuan Ha-Ngoc                      |  | 59  |  | President, Chief Executive Officer and Director
|Russell Hirsch, M.D., Ph.D.(2)(4) |  | 48  |  | Director                                       
|Raju Kucherlapati, Ph.D.(3)       |  | 68  |  | Director                                       
|Henri A. Termeer                  |  | 65  |  | Director                                       
|Kenneth E. Weg                    |  | 72  |  | Director                                       
|Robert C. Young, M.D.(3)          |  | 71  |  | Director                                       



|(1) | Member of the Audit Committee.
|--- | ------------------------------

|(2) | Member of the Compensation Committee.
|--- | -------------------------------------

|(3) | Member of the Nominating and Governance Committee.
|--- | --------------------------------------------------

|(4) | Not standing for re-election at our 2011 annual meeting of stockholders.
|--- | ------------------------------------------------------------------------

Nominees for 2011 Annual Meeting

Kenneth M. Bate, age 60,
has served as a director since December 2007. He is currently the President and Chief Executive Officer of Archemix Corp., a position he has held since April 2009. From 2006 to April 2009, he served in various positions at NitroMed, Inc., most
recently as President and Chief Executive Officer. From 2002 to 2005, Mr. Bate served as Head of Commercial Operations and Chief Financial Officer at Millennium Pharmaceuticals, Inc. Prior to joining Millennium Pharmaceuticals, Inc. Mr. Bate
co-founded JSB Partners, LLC, a banking and advisory services firm for biopharmaceutical and life sciences companies. From 1990 to 1996, he was with Biogen (now Biogen Idec, Inc.) first as their Chief Financial Officer and then as head of the
commercial organization responsible for launching its multiple sclerosis business. Mr. Bate currently serves as Chairman of the Board of Cubist Pharmaceuticals, Inc., and on the boards of BioMarin Pharmaceutical, Inc., Archemix Corp. and
TransMedics, Inc. During the last five years, Mr. Bate has served as a director of NitroMed, Inc. and Coley Pharmaceutical Group, Inc. He holds a B.A. in Chemistry from Williams College and an M.B.A. from The Wharton School of the University of
Pennsylvania. We believe Mr. Bates qualifications to serve on our board of directors include his operating, finance, commercial, transactional and senior management experience in the industry, such as his experience as Chief Executive
Officer of Archemix Corp. and NitroMed, Inc., and Head of Commercial Operations and Chief Financial Officer at Millennium Pharmaceuticals, Inc., as well as his experience serving on the board of directors of other public companies in the life
sciences industry, such as Cubist Pharmaceuticals, Inc. and BioMarin Pharmaceutical, Inc.



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Ronald A. DePinho, M.D., age 56, is one of our co-founders
and has served as a director since October 2001. Dr. DePinho has served as Professor of Medicine and Genetics at the Harvard Medical School since 1998. He is founder and director of the Belfer Institute for Applied Cancer Science and has been a
member of the Departments of Medical Oncology, Medicine and Genetics at the Dana Farber Cancer Institute and Harvard Medical School since 1998. He currently serves on the board of directors at Karyopharm Therapeutics, Inc. Dr. DePinho is a
leading cancer researcher, recipient of numerous awards, and currently serves on a number of advisory boards for the public and private sectors. During the last five years, Dr. DePinho has served as Chair of the NIH Human Cancer Genome (TCGA)
External Advisory Board and NCI Mouse Models of Human Cancer Consortium. He is a member of the Institute of Medicine of the National Academies and Fellow of the American Academy of Arts and Sciences. He holds a B.S. in Biology from Fordham
University and an M.D. with distinction in Microbiology and Immunology from the Albert Einstein College of Medicine. We believe Dr. DePinho is qualified to sit on our board of directors given his role as a scientific founder of our
companys tumor maintenance, gene discovery and Human Response Platform. His qualifications also include
his leadership in the field of cancer modeling and cancer genetics, his extensive experience in the research, development and treatment of oncological diseases, which are the focus of our research and development programs, as well as his practical
experience as a physician.

Anthony B. Evnin, Ph.D., age 70, has served as a director since March 2002 and is
Chairman of our Board. He has been a Partner at Venrock, where he focuses largely on life sciences investments and, in particular, biotechnology investments, since 1975. Dr. Evnin currently serves on the boards of Icagen, Inc., Infinity
Pharmaceuticals, Inc., Pharmos Corporation and several private companies, including Acceleron Pharma Inc., Boston-Power, Inc., Altea Therapeutics Corporation, Celladon Corporation, Constellation Pharmaceuticals, Inc., and Metabolex, Inc. During the
last five years, Dr. Evnin served as a director of Memory Pharmaceuticals Corp., Sunesis, Inc., Renovis, Inc., Vela Pharmaceuticals, Inc., Kenet, Inc., Syntonix Pharmaceuticals, Inc. and Coley Pharmaceuticals Group, Inc. His previous experience
was as a manager of business development at Story Chemical Corporation and a research scientist at Union Carbide Corporation. Dr. Evnin is a Trustee of Rockefeller University and of the Jackson Laboratory, Trustee Emeritus of Princeton
University and a Member of the Board of Overseers of the Memorial Sloan-Kettering Cancer Center. Dr. Evnin holds a Ph.D. in Chemistry from the Massachusetts Institute of Technology and an A.B. from Princeton University. We believe
Dr. Evnins qualifications to sit on our board of directors include his substantial experience as an investor in, and director of, early stage biopharmaceutical companies, including Icagen, Inc. and Infinity Pharmaceuticals, Inc., as well
as his expertise in corporate strategy at a publicly traded biopharmaceutical company.

Nicholas G. Galakatos,
Ph.D., age 53, has served as a director since March 2002. He is a co-founder and Managing Director of Clarus Ventures, a global venture capital firm focused in the life sciences, since Clarus inception in 2005. He is also a General
Partner of the MPM BioVentures II and MPM BioVentures III funds since 2000. From 1997 to 2000 Dr. Galakatos served as Vice President, New Business at Millennium Pharmaceuticals, Inc. He was a founder and Chairman of TransForm Pharmaceuticals
and a founder of Millennium Predictive Medicine. He serves on the boards of a number of private companies, including Aerovance Inc., Link Medicine Corporation, Nanostring Technologies, Inc., Ophthotech, Inc. and Portola Pharmaceuticals, Inc. During
the last five years, Dr. Galakatos has served as a member of the board of directors of Cornerstone Therapeutics, Inc. (formerly Critical Therapeutics, Inc.) and Affymax, Inc. where he was the Lead Director. He holds a B.A. in chemistry from
Reed College and a Ph.D. in organic chemistry from the Massachusetts Institute of Technology. We believe Dr. Galakatos qualifications to sit on our board of directors include his substantial experience as an investor in, and director of,
early stage biopharmaceutical companies such as TransForm Pharmaceuticals and Affymax, Inc., as well as his expertise in corporate strategy in a public biopharmaceutical company, particularly as Vice President, New Business at Millennium
Pharmaceuticals.

Tuan Ha-Ngoc, age 59, has served as President and Chief Executive Officer of our company and
as a member of our board of directors since June 2002. From 1999 to 2002, he was co-founder, President and Chief Executive Officer of deNovis, Inc., an enterprise-scale software development company for the automation of healthcare administrative
functions. From 1998 to 1999, Mr. Ha-Ngoc was Corporate Vice President of Strategic



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Development for Wyeth, following Wyeths acquisition of Genetics Institute, where Mr. Ha- Ngoc served as Executive Vice President with responsibility for corporate development,
commercial operations and European and Japanese operations. Mr. Ha-Ngoc serves on the board of directors of Human Genome Sciences, Inc. as well as on the boards of a number of academic and nonprofit organizations, including the Harvard School
of Dental Medicine, the Tufts School of Medicine, the MIT Koch Institute of Integrative Cancer Research, the Boston Philharmonic Orchestra, and the International Institute of Boston. Mr. Ha-Ngoc served on the board of directors of ArQule, Inc.,
from 2002 until 2006. He holds an M.B.A. from INSEAD and an M.A. in pharmacy from the University of Paris, France. We believe that Mr. Ha-Ngocs qualifications to serve on our board of directors include his position as our chief executive
officer and his significant experience in the cancer research field and corporate strategy development, including his executive leadership roles at global pharmaceutical companies, and his experiences in commercializing potential drug candidates,
including his commercialization experience in North America, Europe and Japan.

Raju Kucherlapati, Ph.D., age
68, served as a director since October 2001. He has been a professor of Medicine at Harvard Medical School since 2001 and served as Scientific Director of the Harvard Medical School-Partners HealthCare Center for Genetics and Genomics from 2001 to
2008. Dr. Kucherlapati was a founder of Cell Genesys, Inc., Abgenix, Inc. and Millennium Pharmaceuticals, Inc. and currently serves on the board of Enlight Biosciences LLC, Metamark Genetics, Inc. and Kew Group LLC. During the last five years
Dr. Kucherlapati has served as a member of the board of directors at Millennium Pharmaceuticals and Abgenix, Inc. Dr. Kucherlapati holds a B.S. in Biology from P.R. College, Kakinada, India, a M.S. in Biology from Andhra University,
Waltair, India and a Ph.D. from the University of Illinois at Urbana. We believe Dr. Kucherlapati is qualified to sit on our board of directors given his role as a scientific founder of our companys human response platform. In addition,
we believe Dr. Kucherlapatis qualifications to sit on our board of directors include his substantial experience in the development and growth of early stage biopharmaceutical companies such as Cell Genesys, Inc., Abgenix, Inc. and at
large global pharmaceutical companies such as Millennium Pharmaceuticals, Inc. and his service as a member of the board of directors at publicly traded life sciences companies such as Millennium Pharmaceuticals, Inc. and Abgenix, Inc.

Henri A. Termeer, age 65, has served as President and a Director of Genzyme Corporation since 1983, its Chief
Executive Officer since 1985 and as its Chairman of the Board since 1988. In 2008, he was appointed to Massachusetts Governor Deval Patricks Council of Economic Advisors, and he is a co-chair of the Leadership Council of the Massachusetts Life
Sciences Collaborative. Mr. Termeer is also Chairman Emeritus of the New England Healthcare Institute, a nonprofit, applied research health policy organization he was instrumental in founding. He served on the board of directors of the
Pharmaceutical Research and Manufacturers of America from 1997 through 2011. Mr. Termeer is also Chairman of the Federal Reserve Bank of Bostons board of directors, a board member of ABIOMED Inc., and a board member of Massachusetts
Institute of Technology Corporation. He is a director of Massachusetts General Hospital, a board member of Partners HealthCare and a member of the Board of Fellows of Harvard Medical School. We believe that Mr. Termeers senior executive
experience in developing and managing Genzyme Corporation, a leading global public biotechnology company, and his deep industry experience qualify him to serve as a member of our Board of Directors.

Kenneth E. Weg, age 72, is one of our co-founders and has served as a director since January 2002. He has over 33 years of
experience in the pharmaceutical industry with Bristol-Myers Squibb Company and Merck & Co., Inc. From 1993 to 1998 he was President, Worldwide Medicines Group of Bristol-Myers Squibb Company, responsible for all ethical pharmaceuticals and
over-the-counter medicines on a global basis. Mr. Weg also served as Vice-Chairman of the Board. He retired from Bristol-Myers Squibb Company in February 2001. Mr. Weg also served as non-Executive Chairman of Millennium Pharmaceuticals,
Inc. until that company was acquired by Takeda, Inc. in 2007. During the last five years Mr. Weg has served as a member of the board of directors at Millennium Pharmaceuticals, Inc. Mr. Weg was also a founder and the Chairman of Clearview
Projects, Inc. from 2002 to 2010. He is also a founder and chairman of Metamark Genetics, Inc, a molecular diagnostics company focused on oncology. Currently, Mr. Weg serves on the board at Fox Chase Cancer Center. He holds a B.A. in English
Literature from Dartmouth College and an M.B.A. from Columbia University. We



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believe Mr. Wegs qualifications to sit on our board of directors include his extensive leadership experience in the global pharmaceutical industry, including his extensive executive
leadership at Bristol-Myers Squibb Company and his service as a member of the board of directors of Millennium Pharmaceuticals, Inc.

Robert C. Young, M.D.,age 71, has served as a director since July 2009. Dr. Young is president of RCY Medicine, a consulting service focused on
cancer center productivity, health care quality and health policy, which he founded in July 2009. From 2007 to 2009 he served as Chancellor of Fox Chase Cancer Center in Philadelphia and as President and Chief Executive Officer from 1989 to 2007.
Dr. Young is a past-President of the American Society of Clinical Oncology (ASCO), the American Cancer Society and the International Gynecologic Cancer Society and past Chairman of the Board of Scientific Advisors of the National Cancer
Institute and is past Chairman of the Comprehensive Cancer Network. Dr. Young serves as Chairman of the editorial board of Oncology Times. He also serves on the boards of directors of West Pharmaceutical Services, Inc. and Human Genome
Sciences, Inc. During the last five years Dr. Young has served as a member of the scientific advisory boards of the Dana Farber Cancer Center, the Huntsman Cancer Center and the Ohio State Cancer Center. He holds a B.Sc. in zoology from Ohio
State University and an M.D. from Cornell University Medical College and is Board certified in Internal Medicine, Hematology and Medical Oncology. We believe that Dr. Youngs qualifications to serve on our Board of Directors include his
substantial experience in cancer research as head of the Fox Chase Cancer Center and as Chairman of the Board of Scientific Advisors of the National Cancer Institute as well as his prior role with the National Cancer Policy Board at the Institute of
Medicine, his service as a member of the board of directors at publicly traded life sciences companies West Pharmaceutical Services, Inc. and Human Genome Sciences, Inc., as well as his accomplished background as a board-certified physician.

Directors Not Standing for Re-Election

Douglas G. Cole, M.D., age 50, has served as a director since February 2006. Dr. Cole has been a general partner of Flagship Ventures, where he has focused on life science
investments, since 2004. He currently serves on the board of directors of several private companies, including Ensemble Therapeutics, Tetraphase Pharmaceuticals, Inc., Concert Pharmaceuticals, Inc., Quanterix Corporation, Agios Pharmaceuticals,
Inc., Selecta Biosciences, Inc., Avedro, Inc., Resolvyx Pharmaceuticals, Inc., Receptos, Inc., and Seventh Sense Biosystems, Inc. In the past five years Dr. Cole has served on the boards of Zalicus, Inc. (formerly CombinatoRx), CGI
Pharmaceuticals and Morphotek Inc. Dr. Cole holds a B.A. (magna cum laude) in English from Dartmouth College and an M.D. from the University of Pennsylvania School of Medicine. We believe Dr. Coles qualifications to sit on our board
of directors include his substantial experience as an investor in early stage biopharmaceutical and life sciences companies, as well as his experience of serving on the board of directors for several biopharmaceutical companies, including Ensemble
Discovery Corporation, Tetraphase Pharmaceuticals, Inc., Concert Pharmaceuticals, Inc., Quanterix Corporation, Agios Pharmaceuticals, Inc., Selecta Biosciences, Inc., Avedro, Inc., Resolvyx Pharmaceuticals, Inc., Receptos, Inc., and Seventh Sense
Biosystems, Inc.

Russell Hirsch, M.D., Ph.D., age 48, has served as a director since March 2002. He has been a
Managing Director of Prospect Venture Partners since February 2001 and co-founded Prospect Venture Partners II, L.P., Prospect Venture Partners III, L.P. and Prospect Venture Partners IV, L.P. as dedicated life science funds. Dr. Hirsch serves
on the board of Hansen Medical, Inc. and serves or has served on the boards of a number of private companies, including Portola Pharmaceuticals, Inc., Visiogen, Inc., DFine, Inc., Baxano, Inc., SentreHEART, Inc., Nine Point Medical, Inc., Allux
Medical, Inc., Cabochon Aesthetics, Inc., and Opus Medical, Inc. Dr. Hirsch holds an M.D. and Ph.D. in Biochemistry from the University of California, San Francisco and a B.A. in Chemistry from the University of Chicago. We believe
Dr. Hirschs qualifications to sit on our board of directors include his medical background, his substantial experience in the development and direction of early stage biopharmaceutical companies, as well as his service on the board of
directors at Hansen Medical, Inc.



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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors, executive officers and
the holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Executive
officers, directors and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of our records and written representations by the persons required to file these
reports, we believe that, during the year ended December 31, 2010, our executive officers, directors and ten percent stockholders complied with all Section 16(a) filing requirements applicable to them, except that (i) on
March 12, 2010, Nicholas Galakatos and MPM Bioventures II QP LP each filed a Form 3 one day late, (ii) on June 25, 2010, Kenneth Bate, Douglas Cole, Ronald DePinho, Anthony Evnin, Nicholas Galakatos, Russell Hirsch, Raju Kucherlapati,
Kenneth Weg and Robert Young each filed a Form 4 late reporting the grant on June 17, 2010 by us to each such director of an option to purchase shares of our common stock, and (iii) on February 15, 2011, Kenneth Bate filed a Form 3/A
to report shares of common stock directly held that he inadvertently omitted from his original Form 3, timely filed on March 11, 2010.

Code of Ethics

We have
adopted a Code of Business Conduct and Ethics, which applies to all of our officers, directors and employees, as well as charters for our audit committee, our compensation committee and our nominating and governance committee, and corporate
governance guidelines. We have posted copies of our Code of Business Conduct and Ethics and Corporate Governance Guidelines on the Corporation Governance page of the Investors section of our website, www.aveopharma.com, which you can
access free of charge.We intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics required to be disclosed by law or NASDAQ Global Market listing standards.

Audit Committee

Our
board of directors has established a standing audit committee. The members of our audit committee are Kenneth Bate, Douglas Cole and Anthony Evnin. Our board has determined that all of the members of the audit committee are independent as defined
under the NASDAQ Marketplace rules and the independence requirements of Rule 10A-3 under the Exchange Act.

Mr. Cole has
indicated that he will not be standing for re-election at our 2011 annual meeting of stockholders. Our board of directors intends to select a new member of the audit committee from among our other independent directors on or before the date of such
annual meeting.

Audit Committee Financial Expert

Our board of directors has determined that Kenneth Bate is an audit committee financial expert as defined in applicable SEC rules.



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|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

OWNERSHIP OF OUR COMMON STOCK

Unless otherwise provided below, the following table sets forth information regarding beneficial ownership of our common stock as of February 28, 2011 by:



| |  |  | each person, or group of affiliated persons, known to us to be the beneficial owner of 5% or more of the outstanding shares of our common stock;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | each of our current directors and director nominees;
| | - |  | ----------------------------------------------------



| |  |  | our named executive officers who served during the year ended December 31, 2010, named in the Summary Compensation table above; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | all of our directors and executive officers as a group.
| | - |  | -------------------------------------------------------

The number of shares of common stock beneficially owned by each person or entity is determined in accordance with the applicable rules of the SEC and includes voting or investment power with respect to
shares of our common stock. The information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, to our knowledge, all persons named in the table have sole voting and investment power with respect
to their shares of common stock, except to the extent authority is shared by spouses under community property laws. The inclusion herein of any shares as beneficially owned does not constitute an admission of beneficial ownership.

The column entitled Percentage of Shares Beneficially Owned is based on a total of 35,857,858 shares of our common stock
outstanding as of February 28, 2011. Except as otherwise set forth below, the address of each beneficial owner is c/o AVEO Pharmaceuticals, Inc., 75 Sidney Street, 4th Floor, Cambridge, Massachusetts 02139.



|                                                      |  |                                  |           |  |   |  |  |                                                         |  |  |         |  |  |                                  |  |  |                                      |  |           |  |  |  |      |  
|----------------------------------------------------- |  | -------------------------------- | --------- |  | - |  |  | ------------------------------------------------------- |  |  | ------- |  |  | -------------------------------- |  |  | ------------------------------------ |  | --------- |  |  |  | ---- | -
|Name and Address of Beneficial Owner                  |  | Numberof SharesBeneficiallyOwned |           |  | + |  |  | Common 
StockUnderlyingOptionsExercisable
Within 60Days |  |  | =       |  |  | TotalSecuritiesBeneficiallyOwned |  |  | Percentage ofSharesBeneficiallyOwned | 
|Holders of more than 5% of our voting securities      |  |                                  |           |  |   |  |  |                                                         |  |  |         |  |  |                                  |  |  |                                      |  |           |  |  |  |      |  
|Entities affiliated with FMR LLC(1)                   |  |                                  | 5,300,561 |  |   |  |  |                                                         |  |  | 0       |  |  |                                  |  |  |                                      |  | 5,300,561 |  |  |  | 14.8 | %
|Biogen Idec Inc.(2)                                   |  |                                  | 2,877,700 |  |   |  |  |                                                         |  |  | 0       |  |  |                                  |  |  |                                      |  | 2,877,700 |  |  |  | 8.0  | %
|Entities affiliated with MPM Capital(3)               |  |                                  | 2,208,961 |  |   |  |  |                                                         |  |  | 19,375  |  |  |                                  |  |  |                                      |  | 2,228,336 |  |  |  | 6.2  | %
|Entities affiliated with Highland Capital Partners(4) |  |                                  | 1,989,748 |  |   |  |  |                                                         |  |  | 0       |  |  |                                  |  |  |                                      |  | 1,989,748 |  |  |  | 5.5  | %
|Entities affiliated with The Baupost Group, LLC(5)    |  |                                  | 2,000,000 |  |   |  |  |                                                         |  |  | 0       |  |  |                                  |  |  |                                      |  | 2,000,000 |  |  |  | 5.6  | %
|Directors and Named Executive Officers                |  |                                  |           |  |   |  |  |                                                         |  |  |         |  |  |                                  |  |  |                                      |  |           |  |  |  |      |  
|Kenneth M. Bate                                       |  |                                  | 3,750     |  |   |  |  |                                                         |  |  | 29,375  |  |  |                                  |  |  |                                      |  | 33,125    |  |  |  | *    |  
|Douglas C. Cole(6)                                    |  |                                  | 569,474   |  |   |  |  |                                                         |  |  | 19,375  |  |  |                                  |  |  |                                      |  | 588,849   |  |  |  | 1.6  | %
|Ronald A. DePinho(7)                                  |  |                                  | 592,524   |  |   |  |  |                                                         |  |  | 33,333  |  |  |                                  |  |  |                                      |  | 625,857   |  |  |  | 1.7  | %
|Anthony B. Evnin(8)                                   |  |                                  | 1,152,052 |  |   |  |  |                                                         |  |  | 19,375  |  |  |                                  |  |  |                                      |  | 1,171,427 |  |  |  | 3.3  | %
|Nicholas G. Galakatos(9)                              |  |                                  | 2,208,961 |  |   |  |  |                                                         |  |  | 19,375  |  |  |                                  |  |  |                                      |  | 2,228,336 |  |  |  | 6.2  | %
|Tuan Ha-Ngoc(10)                                      |  |                                  | 254,733   |  |   |  |  |                                                         |  |  | 757,809 |  |  |                                  |  |  |                                      |  | 1,012,542 |  |  |  | 2.8  | %
|Russell Hirsch(11)                                    |  |                                  | 1,289,483 |  |   |  |  |                                                         |  |  | 19,375  |  |  |                                  |  |  |                                      |  | 1,308,858 |  |  |  | 3.6  | %
|Raju Kucherlapati(12)                                 |  |                                  | 160,415   |  |   |  |  |                                                         |  |  | 13,960  |  |  |                                  |  |  |                                      |  | 174,375   |  |  |  | *    |  
|Henri A. Termeer                                      |  |                                  | 0         |  |   |  |  |                                                         |  |  | 0       |  |  |                                  |  |  |                                      |  | 0         |  |  |  | *    |  
|Kenneth E. Weg                                        |  |                                  | 41,592    |  |   |  |  |                                                         |  |  | 19,375  |  |  |                                  |  |  |                                      |  | 60,967    |  |  |  | *    |  



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|                                                                     |  |                                  |           |  |   |  |   |                                                         |  |  |           |  |  |                                  |   |  |                                      |  |           |  |  |  |      |  
|-------------------------------------------------------------------- |  | -------------------------------- | --------- |  | - |  | - | ------------------------------------------------------- |  |  | --------- |  |  | -------------------------------- | - |  | ------------------------------------ |  | --------- |  |  |  | ---- | -
|Name and Address of Beneficial Owner                                 |  | Numberof SharesBeneficiallyOwned |           |  | + |  |   | Common 
StockUnderlyingOptionsExercisable
Within 60Days |  |  | =         |  |  | TotalSecuritiesBeneficiallyOwned |   |  | Percentage ofSharesBeneficiallyOwned | 
|Robert C. Young(13)                                                  |  |                                  | 2,250     |  |   |  |   |                                                         |  |  | 16,125    |  |  |                                  |   |  |                                      |  | 18,375    |  |  |  | *    |  
|Michael Bailey                                                       |  |                                  | 4,000     |  |   |  |   |                                                         |  |  | 312       |  |  |                                  |   |  |                                      |  | 4,312     |  |  |  | *    |  
|Elan Ezickson                                                        |  |                                  | 43,500    |  |   |  |   |                                                         |  |  | 166,480   |  |  |                                  |   |  |                                      |  | 209,980   |  |  |  | *    |  
|David Johnston                                                       |  |                                  | 7,258     |  |   |  |   |                                                         |  |  | 181,561   |  |  |                                  |   |  |                                      |  | 188,819   |  |  |  | *    |  
|William Slichenmyer                                                  |  |                                  | 6,000     |  |   |  |   |                                                         |  |  | 64,559    |  |  |                                  |   |  |                                      |  | 70,559    |  |  |  | *    |  
|                                                                     |  |                                  |           |  |   |  |   |                                                         |  |  |           |  |  |                                  |   |  |                                      |  |           |  |  |  |      |  
|All current executive officers and directors as a group (16 persons) |  |                                  | 6,415,042 |  |   |  | + |                                                         |  |  | 1,489,869 |  |  |                                  | = |  |                                      |  | 7,904,911 |  |  |  | 21.2 | %
|                                                                     |  |                                  |           |  |   |  |   |                                                         |  |  |           |  |  |                                  |   |  |                                      |  |           |  |  |  |      |  



|* | Represents beneficial ownership of less than one percent of our outstanding common stock.
|- | -----------------------------------------------------------------------------------------

|(1) | Fidelity Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner of 5,300,561 shares of common stock as a result of acting as investment adviser to various investment companies (the Fidelity Funds) registered under Section 8 of the
Investment Company Act of 1940. Each of Edward C. Johnson III and FMR LLC, through its control of Fidelity and the Fidelity Funds has power to dispose of the shares owned by the Fidelity Funds. Through their ownership of voting common shares
and a shareholders voting agreement, members of the Johnson family may be deemed to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson III, Chairman of FMR LLC, has the sole power to vote or direct the
voting of the shares owned directly by the Fidelity Funds, which power resides with the Fidelity Funds Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Fidelity Funds Boards of
Trustees. Fidelitys address is 82 Devonshire Street, Boston, Massachusetts 02109. For information regarding FMR LLC, we have relied on the Schedule 13G filed by FMR LLC with the SEC on November 10, 2010 and the Schedule 13G/A
filed by FMR LLC with the SEC on February 14, 2011.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Consists of 2,877,700 shares of common stock held by Biogen Idec Inc. (Biogen Idec). Biogen Idec is a publicly-traded corporation. Biogen Idecs
address is 133 Boston Post Road, Weston, MA 02493.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Consists of (a) 1,493,260 shares of common stock held by MPM Bioventures II-QP, L.P., or BV2QP, (b) 164,567 shares of common stock held by MPM Bioventures II
L.P., or BV2LP, (c) 25,402 shares of common stock held by MPM Asset Management Investors 2002 BVII LLC, or INV02 (d) 525,732 shares of common stock held by MPM BioVentures GmbH &Co. Parallel-Beteiligungs KG, or BV2KG and
(e) 19,375 shares of common stock issuable upon exercise of stock options held by Nicholas Galakatos. Dr. Galakatos, a member of our board of directors, is an investment manager of INV02 and may be deemed to have voting and investment
power over shares held of record by INV02. MPM Asset Management II LLC is the sole general partner of MPM Asset Management II, L.P., which is the special limited partner of BV2KG and the sole general partner of BV2LP and BV2QP. Dr. Galakatos is
an investment manager of MPM Asset Management II LLC, which has ultimate voting and investment power over shares held of record by BV2KG, BV2LP and BV2QP, and he may be deemed to have voting and investment power over shares held of record by BV2KG,
BV2LP and BV2QP. Under the terms of the relevant operative agreements with MPM Capital, shares issuable upon exercise of the stock options are held by Dr. Galakatos for the benefit of MPM Capital and may only be exercised at the discretion of
MPM Capital. Dr. Galakatos disclaims beneficial ownership over all such shares except to the extent of his pecuniary interest therein. The address of MPM Capital is 200 Clarendon Street, Boston, Massachusetts 02116.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Consists of (a) 1,245,527 shares of common stock held by Highland Capital Partners VI Limited Partnership, or Highland Capital VI,
(b) 682,540 shares of common stock held by Highland Capital Partners VI-B Limited Partnership, or Highland Capital VI-B and (c) 61,681 shares of common stock held by Highland Entrepreneurs Fund VI Limited Partnership, or Highland
Entrepreneurs Fund. Highland Management Partners VI Limited Partnership, or HMP, is the general partner of Highland Capital VI and Highland Capital VI-B. HEF VI Limited Partnership, or HEF, is the general partner of Highland
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



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##### Table of Contents

| | Entrepreneurs Fund. Highland Management Partners VI, Inc., or Highland Management, is the general partner of both HMP and HEF. Voting and investment power over all shares held by record by
Highland Capital VI, Highland Capital VI-B and Highland Entrepreneurs Fund is shared by Robert F. Higgins, Paul A. Maeder, Daniel J. Nova, Robert J. Davis, Sean M. Dalton, Corey M. Mulloy and Fergal J. Mullen, the managing directors of
Highland Management. The address of Highland Capital Partners is 92 Hayden Avenue, Lexington, Massachusetts 02421.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The Baupost Group, LLC, (Baupost) manager to Baupost Group Securities, L.L.C., and each of SAK Corp., the manager of Baupost, and Seth A. Klarman, the
director of SAK Corp., may be deemed to share voting and investment power with respect to such shares. Bauposts address is 10 St. James Avenue, Suite 1700, Boston, MA 02116. For information regarding Baupost, we have relied on the Schedule 13G
filed by Baupost with the SEC on February 11, 2011.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Consists of (a) 32,459 shares of common stock held by AGTC Advisors Fund, L.P., or AGTC, (b) 537,015 shares of common stock held by Applied Genomic Technology
Capital Fund, L.P., or AGTC Fund and (c) 19,375 shares of common stock issuable upon exercise of stock options. NewcoGen Group, Inc., or NewcoGen Inc., is the general partner of AGTC Partners, L.P., which is the general partner of each of AGTC
and AGTC Fund. NewcoGen Inc. is a wholly-owned subsidiary of Flagship Ventures Management, Inc. Flagship Ventures General Partner LLC is the general partner of Flagship Ventures Management, Inc. Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. are the
directors of Flagship Ventures Management, Inc. and the managers of Flagship Ventures General Partners LLC and may be deemed to have beneficial ownership with respect to all shares held by AGTC and AGTC Fund. Dr. Cole, a member of our board of
directors, disclaims beneficial ownership over shares held by AGTC and AGTC Fund.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Consists of (a) 250,012 shares of common stock, (b) 75,000 shares of common stock held by George D. Yancopoulos and his successors, as Trustee of The Ronald
A. DePinho and Lynda Chin Family Trust, (c) 25,000 shares of common stock held by George Yancopoulos and his successors, as Trustee of The Ronald A. DePinho and Lynda Chin Family Trust, (d) 242,512 shares of common stock held by
Dr. Chin, Dr. DePinhos wife, (e) 29,375 shares of common stock issuable upon exercise of stock options and (f) 3,958 shares of common stock issuable upon exercise of stock options held by Dr. Chin. George Yancopoulos
is the trustee of the trusts described above and he exercises sole voting and investment power over the shares held of record by such trusts.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Consists of (a) 917,569 shares of common stock held by Venrock Associates III, L.P., or VA3, (b) 206,452 shares of common stock held by Venrock Associates,
L.P., or VA, (c) 22,938 shares of common stock held by Venrock Entrepreneurs Fund III, L.P., or VEF3, (d) 109 shares of common stock held by VEF Management III, LLC, or VEFM3, (e) 19,375 shares of common stock issuable upon exercise
of a stock option and (f) 4,984 shares of common stock. Dr. Evnin, a member of our board of directors, is a general partner of VA, a New York limited partnership, and a member of Venrock Management III, LLC, or VM3 and VEFM3.
Dr. Evnin expressly disclaims beneficial ownership over all shares held by VA, VA3, VEF3, VM3 and VEFM3, except to the extent of his indirect pecuniary interest therein. The stock options held by Dr. Evnin, and shares of common stock
issuable upon exercise of such stock option, are held for the sole and exclusive benefit of VR Management, LLC, a Delaware limited liability company and an affiliate of VA, VA3, VEF3, VM3 and VEFM3. Dr. Evnin expressly disclaims beneficial
ownership over such stock option and all shares of common stock issuable thereunder.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Consists of (a) 2,208,961 shares of common stock held by entities affiliated with MPM Capital and (b) 19,375 shares of common stock issuable upon exercise of
stock options. Dr. Galakatos, a member of our board of directors, is an investment manager of INV02 and may be deemed to have voting and investment power over shares held of record by INV02. Dr. Galakatos is an investment manager of MPM
Asset Management II LLC, which has ultimate voting and investment power over shares held of record by BV2KG, BV2LP and BV2QP, and he may be deemed to have voting and investment power over shares held of record by BV2KG, BV2LP and BV2QP. Under the
terms of the relevant operative agreements with MPM Capital, shares issuable upon exercise of the stock option held by Dr. Galakatos are held for the benefit of MPM Capital and may only be exercised at the direction of MPM Capital.
Dr. Galakatos disclaims beneficial ownership over all such shares except to the extent of his pecuniary interest therein.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(10) | Consists of (a) 170,329 shares of common stock held by Gabriel Schmergel, Trustee, or his successors in trust, of the Tuan Ha-Ngoc 2009 GRAT, (b) 84,404
shares of common stock, and (c) 757,809 shares of common stock issuable upon exercise of stock options. Gabriel Schmergel is the trustee of the trust described above and he exercises sole voting and investment over the shares held of record by
such trust.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Consists of (a) 1,270,142 shares of common stock held by Prospect Ventures Partners II, L.P., or PVP II, (b) 19,341 shares of common stock held by Prospect
Associates II, L.P., or PA II, and (b) 19,375 shares of common stock issuable upon exercise of stock options. Dr. Hirsch is a Managing Member of Prospect Management Company II, LLC, the respective General Partner of PVP II and PA II. The
Managing Members of Prospect Management Company II, LLC, the respective General Partner of PVP II and PA II, share voting and investment power over the shares held by PVP II and PA II, but disclaim beneficial ownership, except to the extent of their
pecuniary interest therein.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Consists of (a) 45,511 shares of common stock, (b) 19,053 shares of common stock held by Raju Kucherlapati as custodian for David Kucherlapati under the
Massachusetts Uniform Transfers to Minors Act, (c) 42,078 shares of common stock held by Raju Kucherlapati c/f David Kucherlapati, (d) 3,773 shares of common stock held by Raju Kucherlapati Custodian FBO David Kucherlapati UTMA MA until
age 21, (e) 50,000 shares of common stock held by Raju Kucherlapati Grantor Retained Annuity Trust No. 1 and (f) 13,960 shares of common stock issuable upon exercise of stock options. Dr. Kucherlapati, a member of our board of
directors, is the trustee of the trusts described in this footnote and he exercises sole voting and investment power over the shares held of record by such trusts.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Consists of (a) 1,250 shares of common stock, (b) 16,125 shares of common stock issuable upon exercise of stock options and (c) 1,000 shares of common
stock held by Ms. Young, Dr. Youngs wife.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Equity Compensation Plan Information

The following table sets forth information concerning the Companys equity compensation plans as of December 31, 2010.



|                                                           |  |                                                                                          |           |  |                                                                          |  |      |                                                                                                                                         |  |  |           | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------ |  | ---- | --------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | 
|Plan category                                              |  | Number of securitiesto 
be issued uponexercise of outstandingoptions, warrants andrights |           |  | Weighted Averageexercise 
priceof outstandingoptions, warrantsand rights |  |      | Number of 
securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding 
securitiesreflected in column (a)) | 
|                                                           |  | (a)                                                                                      |           |  | (b)                                                                      |  |      | (c)(1)                                                                                                                                  | 
|Equity compensation plans approved by security holders     |  |                                                                                          | 3,605,718 |  |                                                                          |  | 6.44 |                                                                                                                                         |  |  | 1,696,292 | 
|Equity compensation plans not approved by security holders |  |                                                                                          |          |  |                                                                          |  |     |                                                                                                                                         |  |  |          | 
|                                                           |  |                                                                                          |           |  |                                                                          |  |      |                                                                                                                                         |  |  |           | 
|Total                                                      |  |                                                                                          | 3,605,718 |  |                                                                          |  | 6.44 |                                                                                                                                         |  |  | 1,696,292 | 
|                                                           |  |                                                                                          |           |  |                                                                          |  |      |                                                                                                                                         |  |  |           | 



|(1) | Includes 203,435 shares of common stock issuable under our 2010 Employee Stock Purchase Plan, all of which are issuable in connection with the current offering period
which ends on June 30, 2011.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

Related Person Transactions

Since January 1, 2010, we have engaged in
the following transactions with our directors, executive officers and stockholders that beneficially own more than 5% of our voting securities, and affiliates or immediate family members of our directors, executive officers and stockholders that
beneficially own more than 5% of our voting securities.

Effective as of January 1, 2010, we entered into a consultation
and scientific advisory board agreement with Lynda Chin, an immediate family member of Ronald DePinho. Pursuant to the agreement, which we amended in March 2011 to extend the term through December 31, 2011, Dr. Chin provides scientific and
business advice, as well as attends meetings of our scientific advisory board. The agreement may be terminated by either party upon 30 days written notice. To date, Dr. Chin has received $62,500 pursuant to her consulting arrangement with us.

On November 3, 2010, we sold 4.5 million shares of our common stock to accredited investors in a private placement
at a purchase price of $13.50 per share for total gross proceeds of $60.75 million. Upon the closing of the private placement, Baupost Group Securities, LLC became a beneficial owner of more than 5% of our voting securities and certain funds
registered under Section 8 of the Investment Company Act of 1940 and beneficially owned by Fidelity Management & Research Company, a wholly-owned subsidiary of FMR LLC, also known as Fidelity Investments, which, prior to the sale of
the shares of our common stock in the private placement, beneficially owned approximately 12.3% of our voting securities, became a beneficial owner of more than 14% of our voting securities. The table below sets forth the number of shares of our
common stock sold to our stockholders that beneficially own more than 5% of our voting securities and their affiliates and immediate family members in connection with the private placement:



|                                                                                 |  |                                |           |  |                            |   |               | 
|-------------------------------------------------------------------------------- |  | ------------------------------ | --------- |  | -------------------------- | - | ------------- | 
|Name                                                                             |  | Number ofShares ofCommon Stock |           |  | AggregatePurchasePrice ($) |  
|Variable Insurance Products Fund II: Contrafund Portfolio(1)                     |  |                                | 107,096   |  |                            | $ | 1,445,796.00  | 
|Fidelity Advisor Series I: Fidelity Advisor Balanced Fund(1)                     |  |                                | 3,908     |  |                            | $ | 52,758.00     | 
|Fidelity Devonshire Trust: Fidelity Series All-Sector Equity Fund(1)             |  |                                | 61,752    |  |                            | $ | 833,652.00    | 
|Fidelity Puritan Trust: Fidelity Balanced Fund(1)                                |  |                                | 77,244    |  |                            | $ | 1,042,794.00  | 
|Fidelity Destiny Portfolios: Fidelity Advisor Capital Development Fund(1)        |  |                                | 404,600   |  |                            | $ | 5,462,100.00  | 
|Fidelity Securities Fund: Fidelity Dividend Growth Fund(1)                       |  |                                | 290,609   |  |                            | $ | 3,923,221.50  | 
|Fidelity Advisor Series I: Fidelity Advisor Dividend Growth Fund(1)              |  |                                | 27,497    |  |                            | $ | 371,209.50    | 
|Fidelity Advisor Series VII: Fidelity Advisor Health Care Fund(1)                |  |                                | 28,715    |  |                            | $ | 387,652.50    | 
|Variable Insurance Products Fund IV: Health Care Portfolio(1)                    |  |                                | 4,421     |  |                            | $ | 59,683.50     | 
|Fidelity Central Investment Portfolios LLC: Fidelity Health Care Central Fund(1) |  |                                | 51,392    |  |                            | $ | 693,792.00    | 
|Variable Insurance Products Fund III: Balanced Portfolio(1)                      |  |                                | 39,037    |  |                            | $ | 526,999.50    | 
|Fidelity Select Portfolios: Health Care Portfolio(1)                             |  |                                | 117,323   |  |                            | $ | 1,583,860.50  | 
|Baupost Group Securities, LLC                                                    |  |                                | 2,000,000 |  |                            | $ | 27,000,000.00 | 
|                                                                                 |  |                                |           |  |                            |   |               | 
|Total                                                                            |  |                                | 3,213,594 |  |                            | $ | 43,383,519.00 | 
|                                                                                 |  |                                |           |  |                            |   |               | 



|(1) | Stockholder is affiliated with Fidelity Investments.
|--- | ----------------------------------------------------





10



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##### Table of Contents

Agreements With Our Stockholders

We previously entered into an investor rights agreement with holders of registrable securities (as such term is defined in our investor
rights agreement) and warrants to purchase shares of such registrable securities. The investor rights agreement provides, among other things, that such holders have the right to (a) demand that we file a registration statement, subject to
certain limitations, and (b) request that their shares be covered by a registration statement that we are otherwise filing.

In connection with our private placement of 4.5 million shares of our common stock to accredited investors on November 3, 2010, we entered into a securities purchase agreement and a registration rights
agreement on October 28, 2010 with such accredited investors.

Executive Compensation and Employment Arrangements

Please see Executive and Director Compensation above for information on compensation arrangements with our executive officers,
including option grants and agreements with executive officers.

Director Compensation

Please see Executive and Director Compensation above for information on compensation arrangements for our directors generally
and for information on our consulting arrangements with Dr. DePinho and Dr. Kucherlapati. From January 1, 2010 to date, Dr. DePinho has received $125,000 under his consulting arrangements with us. Additionally, from January 1, 2010 to
date, Dr. Kucherlapati has not received any compensation under his consulting arrangements with us.

Policies and Procedures for Related
Person Transactions

In March 2010, our board of directors adopted written policies and procedures for the review of any
transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we
refer to as a related person, has a direct or indirect material interest.

If a related person proposes to enter
into such a transaction, arrangement or relationship, which we refer to as a related person transaction, the related person must report the proposed related person transaction to our Vice President, Corporate Counsel. The policy calls
for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the audit committee of our board of directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the
transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee to review and, if deemed appropriate,
approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after
full disclosure of the related persons interest in the transaction. As appropriate for the circumstances, the committee will review and consider:



| |  |  | the related persons interest in the related person transaction;
| | - |  | ----------------------------------------------------------------



| |  |  | the approximate dollar value of the amount involved in the related person transaction;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | the approximate dollar value of the amount of the related persons interest in the transaction without regard to the amount of any profit or loss;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | whether the transaction was undertaken in the ordinary course of our business;
| | - |  | ------------------------------------------------------------------------------



| |  |  | whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unaffiliated third party;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the purpose of, and the potential benefits to us of, the transaction; and
| | - |  | -------------------------------------------------------------------------



11



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##### Table of Contents

| |  |  | any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material
to investors in light of the circumstances of the particular transaction.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The committee may approve or
ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best interests. The committee may impose any conditions on the related person transaction that it
deems appropriate.

In addition to the transactions that are excluded by the instructions to the SECs related person
transaction disclosure rule, our board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of
this policy:



| |  |  | interests arising solely from the related persons position as an executive officer of another entity (whether or not the person is also a
director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her
immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, and (c) the amount involved in the transaction equals less than the greater of
$200,000 or 5% of the annual consolidated gross revenues of the company receiving payment under the transaction; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a transaction that is specifically contemplated by provisions of our charter or by-laws.
| | - |  | ----------------------------------------------------------------------------------------

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation
committee in the manner specified in its charter.

Board Determination of Independence

Rule 5605 of the NASDAQ Marketplace Rules requires a majority of a listed companys board of directors to be comprised of independent
directors within one year of listing. In addition, NASDAQ Marketplace Rules require that, subject to specified exceptions, each member of a listed companys audit, compensation and nominating and governance committees be independent and that
audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under Rule 5605(a)(2), a director will only qualify as an independent director if, in the opinion
of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3,
a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting,
advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

In March 2011 and April 2011, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information
requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors determined that none of Kenneth Bate, Douglas Cole, Anthony Evnin, Nicholas Galakatos,
Russell Hirsch, Raju Kucherlapati, Henri Termeer and Robert Young, representing eight of our eleven directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and
that each of these directors is independent as that term is defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules. In making such determination, the board of directors considered the relationships that each such non-employee
director has with our company and other facts and circumstances the board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director. With respect to Dr.
Kucherlapati, the board of directors took into consideration the fact that the company entered into a consulting agreement with him dated as of January 1, 2010 and determined that the existence of such consulting agreement did not result in a
relationship with Dr. Kucherlapati that would interfere with his exercise of independent judgment in carrying out the responsibilities as a director because, among other things, to date Dr. Kucherlapati has received no remuneration under such
agreement and any future remuneration is based upon a per diem rate and is not expected to be significant.



12



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##### Table of Contents

PART IV



|ITEM 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

The list of Exhibits filed as part of this report are set forth on the Exhibit Index immediately preceding such exhibits, and is incorporated herein by this reference. This list includes a subset
containing each management contract, compensatory plan, or arrangement required to be filed as an exhibit to this report.





13



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |  |  |                            |  |                     |  |                                                                               
|-------------------- |  |  |  | -------------------------- |  | ------------------- |  | ------------------------------------------------------------------------------
|                     |  |  |  | AVEO PHARMACEUTICALS, INC.
|                     |  |  | 
|Date: April 12, 2011 |  |  |  | By:                        |  | /S/    TUAN HA-NGOC
|                     |  |  |  |                            |  |                     |  | Tuan Ha-Ngoc President & Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.



|                                             |  |                                                                               |  |               
|-------------------------------------------- |  | ----------------------------------------------------------------------------- |  | --------------
|Signature                                    |  | Title                                                                         |  | Date          
|                                             |  |                                                                              
|/S/    TUAN
HA-NGOC Tuan Ha-Ngoc             |  | President, Chief Executive Officer and Director
(Principal Executive Officer) |  | April 12, 2011
|                                             |  |                                                                              
|/S/    DAVID B.
JOHNSTON David B. Johnston   |  | Chief Financial Officer
(Principal Financial and Accounting Officer)          |  | April 12, 2011
|                                             |  |                                                                              
|/S/    KENNETH M.
BATE Kenneth M. Bate       |  | Director                                                                      |  | April 12, 2011
|                                             |  |                                                                              
|/S/    DOUGLAS G.
COLE Douglas G. Cole       |  | Director                                                                      |  | April 12, 2011
|                                             |  |                                                                              
|/S/    RONALD A.
DEPINHO Ronald A. DePinho   |  | Director                                                                      |  | April 12, 2011
|                                             |  |                                                                              
|/S/    ANTHONY B.
EVNIN Anthony B. Evnin     |  | Director                                                                      |  | April 12, 2011
|                                             |  |                                                                              
|/S/    NICHOLAS
GALAKATOS Nicholas Galakatos |  | Director                                                                      |  | April 12, 2011
|                                             |  |                                                                              
|/S/    RUSSELL
HIRSCH Russell Hirsch         |  | Director                                                                      |  | April 12, 2011
|                                             |  |                                                                              
|/S/    RAJU
KUCHERLAPATI Raju Kucherlapati   |  | Director                                                                      |  | April 12, 2011
|                                             |  |                                                                              
|Henri Termeer                                |  | Director                                                                      |  |               
|                                             |  |                                                                              
|/S/    KENNETH E.
WEG Kenneth E. Weg         |  | Director                                                                      |  | April 12, 2011
|                                             |  |                                                                              
|/S/    ROBERT C.
YOUNG Robert C. Young       |  | Director                                                                      |  | April 12, 2011



14



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##### Table of Contents

Exhibit Index



|              |  |                                                                                                                              |  |                           |  |               |  |               |  |       |  | 
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------- |  | ------------- |  | ----- |  | 
|ExhibitNumber |  | Description of Exhibit                                                                                                       |  | Incorporated by Reference |  | FiledHerewith
|              |  | Form                                                                                                                         |  | File Number               |  | Date ofFiling |  | ExhibitNumber | 
|              | 
|              |  | Articles of Incorporation and Bylaws                                                                                        
|              |  |                                                                                                                              |  |                           |  |              
|3.1           |  | Restated Certificate of Incorporation of the Registrant                                                                      |  | 8-K                       |  | 001-34655     |  | 03/18/2010    |  | 3.1   |  | 
|              |  |                                                                                                                              |  |                           |  |              
|3.2           |  | Second Amended and Restated Bylaws of the Registrant                                                                         |  | S-1/A                     |  | 333-163778    |  | 02/08/2010    |  | 3.5   |  | 
|              | 
|              |  | Instruments Defining the Rights of Security Holders, Including Indentures                                                   
|              |  |                                                                                                                              |  |                           |  |              
|4.1           |  | Specimen Stock Certificate evidencing the shares of common stock                                                             |  | S-1/A                     |  | 333-163778    |  | 03/09/2010    |  | 4.1   |  | 
|              | 
|              |  | Material ContractsManagement Contracts and Compensatory Plans                                                              
|              |  |                                                                                                                              |  |                           |  |              
|10.1          |  | 2002 Stock Incentive Plan, as amended                                                                                        |  | S-1/A                     |  | 333-163778    |  | 02/23/2010    |  | 10.1  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.2          |  | Form of Incentive Stock Option Agreement under 2002 Stock Incentive Plan                                                     |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.2  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.3          |  | Form of Nonstatutory Stock Option Agreement under 2002 Stock Incentive Plan                                                  |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.3  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.4          |  | Form of Restricted Stock Agreement under 2002 Stock Incentive Plan                                                           |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.4  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.5          |  | 2010 Stock Incentive Plan                                                                                                    |  | S-1/A                     |  | 333-163778    |  | 02/23/2010    |  | 10.5  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.6          |  | Form of Incentive Stock Option Agreement under 2010 Stock Incentive Plan                                                     |  | S-1/A                     |  | 333-163778    |  | 02/08/2010    |  | 10.6  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.7          |  | Form of Nonqualified Stock Option Agreement under 2010 Stock Incentive Plan                                                  |  | S-1/A                     |  | 333-163778    |  | 02/08/2010    |  | 10.7  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.8          |  | Form of Restricted Stock Agreement under 2010 Stock Incentive Plan                                                           |  | 10-K                      |  | 001-34655     |  | 03/11/2011    |  | 10.8  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.9          |  | Key Employee Change in Control Severance Benefits Plan                                                                       |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.8  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.10         |  | Amended and Restated Employment Agreement, dated as of December 19, 2008, by and between the Registrant and Tuan Ha-Ngoc     |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.9  |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.11         |  | Severance and Change in Control Agreement, dated as of December 11, 2009, by and between the Registrant and Tuan Ha-Ngoc     |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.10 |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.12         |  | Severance and Change in Control Agreement, dated as of December 11, 2009, by and between the Registrant and Elan Z. Ezickson |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.11 |  | 
|              |  |                                                                                                                              |  |                           |  |              
|10.13         |  | Severance and Change in Control Agreement, dated as of December 11, 2009, by and between the Registrant and Jeno Gyuris      |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.12 |  | 



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##### Table of Contents

|              |  |                                                                                                                                                                                |  |                           |  |               |  |               |  |       |  | 
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------- |  | ------------- |  | ------------- |  | ----- |  | 
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                         |  | Incorporated by Reference |  | FiledHerewith
|              |  | Form                                                                                                                                                                           |  | File Number               |  | Date ofFiling |  | ExhibitNumber | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.14         |  | Severance and Change in Control Agreement, dated as of December 11, 2009, by and between the Registrant and David B. Johnston                                                  |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.13 |  | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.15         |  | Severance and Change in Control Agreement, dated as of December 11, 2009, by and between the Registrant and William Slichenmyer                                                |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.14 |  | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.16         |  | 2010 Employee Stock Purchase Plan, as amended                                                                                                                                  |  | S-1/A                     |  | 333-163778    |  | 02/23/2010    |  | 10.17 |  | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.17         |  | Severance Agreement, dated September 13, 2010, by and between the Registrant and Michael Bailey                                                                                |  | 10-Q                      |  | 001-34655     |  | 11/05/10      |  | 10.1  |  | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.18         |  | Consulting Agreement, executed November 4, 2010 and effective as of January 1, 2010, by and between the Registrant and Ronald DePinho                                          |  | 10-Q                      |  | 001-34655     |  | 11/05/10      |  | 10.2  |  | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.19         |  | Consultation and Scientific Advisory Board Agreement, effective as of January 1, 2010, by and between the Registrant and Lynda Chin                                            |  | 10-K                      |  | 001-34655     |  | 03/11/2011    |  | 10.19 |  | 
|              |  |                                                                                                                                                                               
|              |  | Material ContractsFinancing Agreements                                                                                                                                        |  |                          
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.20         |  | Loan and Security Agreement dated May 28, 2010 by and among the Registrant, Hercules Technology II, L.P. and Hercules Technology III, L.P.                                     |  | 8-K                       |  | 001-34655     |  | 06/04/10      |  | 10.1  |  | 
|              |  |                                                                                                                                                                               
|              |  | Material ContractsLeases                                                                                                                                                      |  |                          
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.21         |  | Sublease, dated as of July 2004, by and between the Registrant and Millennium Pharmaceuticals, Inc.                                                                            |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.19 |  | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.22         |  | Sublease, dated as of September 2, 2008, by and between the Registrant and Alkermes, Inc.                                                                                      |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.20 |  | 
|              |  |                                                                                                                                                                               
|              |  | Material ContractsLicense and Strategic Partnership Agreements                                                                                                                |  |                          
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.23        |  | Exclusive License Agreement, dated as of March 19, 2002, by and between the Registrant and Dana-Farber Cancer Institute, Inc., as amended on January 1, 2003 and
July 22, 2003 |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.21 |  | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.24        |  | License Agreement, dated as of December 21, 2006, by and between the Registrant and Kirin Brewery Co. Ltd.                                                                     |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.22 |  | 
|              |  |                                                                                                                                                                                |  |                           |  |              
|10.25        |  | First Amended and Restated License and Research Collaboration Agreement, dated as of April 13, 2005, by and between the Registrant and Merck & Co., Inc.                       |  | S-1/A                     |  | 333-163778    |  | 03/09/2010    |  | 10.24 |  | 



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                           |  |                           |  |                     |  |                       |  |            |  | 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------------- |  | --------------------- |  | ---------- |  | 
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                                                                                    |  | Incorporated by Reference |  | FiledHerewith      
|              |  | Form                                                                                                                                                                                                                                      |  | File Number               |  | Date ofFiling       |  | ExhibitNumber         | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.26        |  | License and Research Collaboration Agreement, dated as of August 30, 2005, by and between the Registrant and Merck & Co., Inc., as amended by Letter Amendment, dated
March 5, 2007, as amended by Amendment No. 1, dated August 12, 2007 |  | S-1                       |  | 333-163778          |  | 12/16/2009            |  | 10.24      |  | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.27        |  | Research, Development and License Agreement, dated as of March 23, 2007, by and between the Registrant and Schering Corporation, acting through its Schering-Plough Research
Institute division                                           |  | S-1                       |  | 333-163778          |  | 12/16/2009            |  | 10.25      |  | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.28        |  | Option and License Agreement, dated as of March 18, 2009, by and between the Registrant and Biogen Idec International GmbH                                                                                                                |  | S-1                       |  | 333-163778          |  | 12/16/2009            |  | 10.26      |  | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.29        |  | Amended and Restated Collaboration and License Agreement, dated as of July 16, 2009, by and between the Registrant and OSI Pharmaceuticals, Inc., as amended by the First
Amendment, dated as of February 23, 2010                        |  | S-1/A
10-Q                |  | 001-34655
001-34655 |  | 03/09/2010
08/06/2010 |  | 10.28 10.1 |  | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.30        |  | Collaboration and License Agreement, dated February 16, 2011, by and among the Registrant, AVEO Pharma Limited, Astellas Pharma Inc., Astellas US LLC and Astellas Pharma Europe
Limited                                                  |  | 10-K                      |  | 001-34655           |  | 03/11/2011            |  | 10.30      |  | 
|              |  |                                                                                                                                                                                                                                          
|              |  | Material ContractsMiscellaneous                                                                                                                                                                                                          |  |                          
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.31         |  | Securities Purchase Agreement, among the Registrant and the Purchasers thereto, dated October 28, 2010                                                                                                                                    |  | 8-K                       |  | 001-34655           |  | 11/3/2010             |  | 10.1       |  | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.32         |  | Registration Rights Agreement, between the Registrant and the Holders thereto, dated October 28, 2010                                                                                                                                     |  | 8-K                       |  | 001-34655           |  | 11/3/2010             |  | 10.2       |  | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.33         |  | Registration Rights Agreement dated June 23, 2010 by and among the Registrant, Hercules Technology II, L.P. and Hercules Technology III, L.P.                                                                                             |  | 8-K                       |  | 001-34655           |  | 06/29/10              |  | 10.1       |  | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.34         |  | Warrant dated as of June 2, 2010 issued by the Registrant to Hercules Technology II, L.P.                                                                                                                                                 |  | 8-K                       |  | 001-34655           |  | 06/04/10              |  | 10.2       |  | 
|              |  |                                                                                                                                                                                                                                           |  |                           |  |                    
|10.35         |  | Warrant dated as of June 2, 2010 issued by the Registrant to Hercules Technology III, L.P.                                                                                                                                                |  | 8-K                       |  | 001-34655           |  | 06/04/10              |  | 10.3       |  | 



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##### Table of Contents

|              |  |                                                                                                                                         |  |                           |  |               |  |               |  |       |  |  
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------- |  | ------------- |  | ----- |  | -
|ExhibitNumber |  | Description of Exhibit                                                                                                                  |  | Incorporated by Reference |  | FiledHerewith
|              |  | Form                                                                                                                                    |  | File Number               |  | Date ofFiling |  | ExhibitNumber | 
|              |  |                                                                                                                                         |  |                           |  |              
|10.36         |  | Fourth Amended and Restated Investor Rights Agreement dated March 18, 2009 by and among the Registrant and the Purchasers named therein |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.28 |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|10.37         |  | Warrant Agreement to Purchase Shares of Preferred Stock, issued to Hercules Technology Growth Capital, Inc., March 29, 2006             |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.30 |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|10.38         |  | Warrant Agreement to Purchase Shares of Stock, issued to Hercules Technology Growth Capital, Inc., May 15, 2008                         |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.31 |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|10.39         |  | Warrant Agreement to Purchase Shares of Stock, issued to Comerica Bank, May 15, 2008 (assigned to Comerica Ventures Incorporated)       |  | S-1                       |  | 333-163778    |  | 12/16/2009    |  | 10.32 |  |  
|              |  |                                                                                                                                        
|              |  | Additional Exhibits                                                                                                                     |  |                          
|              |  |                                                                                                                                         |  |                           |  |              
|21.1          |  | Subsidiaries of the Registrant                                                                                                          |  | 10-K                      |  | 001-34655     |  | 03/11/2011    |  | 21.1  |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|23.1          |  | Consent of Ernst & Young LLP                                                                                                            |  | 10-K                      |  | 001-34655     |  | 03/11/2011    |  | 23.1  |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|31.1          |  | Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.   |  | 10-K                      |  | 001-34655     |  | 03/11/2011    |  | 31.1  |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|31.2          |  | Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.   |  | 10-K                      |  | 001-34655     |  | 03/11/2011    |  | 31.2  |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|31.3          |  | Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.   |  | 10-K                      |  | 001-34655     |  | 04/04/2011    |  | 31.3  |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|31.4          |  | Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.   |  | 10-K                      |  | 001-34655     |  | 04/04/2011    |  | 31.4  |  |  
|              |  |                                                                                                                                         |  |                           |  |              
|31.5          |  | Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended.   |  |                           |  |               |  |               |  |       |  | X
|              |  |                                                                                                                                         |  |                           |  |              
|31.6          |  | Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended.   |  |                           |  |               |  |               |  |       |  | X



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##### Table of Contents

|              |  |                                                                                                                                                 |  |                           |  |               |  |               |  |      |  | 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------- |  | ------------- |  | ---- |  | 
|ExhibitNumber |  | Description of Exhibit                                                                                                                          |  | Incorporated by Reference |  | FiledHerewith
|              |  | Form                                                                                                                                            |  | File Number               |  | Date ofFiling |  | ExhibitNumber | 
|              |  |                                                                                                                                                 |  |                           |  |              
|32.1          |  | Certification of principal executive officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | 10-K                      |  | 001-34655     |  | 03/11/2011    |  | 32.1 |  | 
|              |  |                                                                                                                                                 |  |                           |  |              
|32.2          |  | Certification of principal financial officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | 10-K                      |  | 001-34655     |  | 03/11/2011    |  | 32.2 |  | 



| | Confidential treatment has been requested as to certain portions, which portions have been omitted and separately filed with the Securities and Exchange Commission.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------