EX-10.6



 Exhibit 10.6 

Amendment No. 1 to 

At Market Issuance Sales Agreement 

May 7, 2015 
 MLV & Co. LLC 

1301 Avenue of the Americas, 43rd Floor 
 New York, NY 10019 

Ladies and Gentlemen: 
 Reference is made to the
At Market Issuance Sales Agreement, dated February 27, 2015, including the Schedules thereto, relating to the sale and issuance of common stock (the “Sales Agreement”), between MLV & Co. LLC (“MLV”)
and Aveo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Amendment No. 1 to At Market Issuance Sales Agreement between MLV and the Company (this “Amendment”)
and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. MLV and the Company agree as follows: 

A. Amendments to Sales Agreement. The Sales Agreement is amended as follows: 

1. In Section 1 of the Sales Agreement, clause (a) in the first paragraph is deleted and replaced with “would
cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, if applicable to the Company” 

2. In Section 1 of the Sales Agreement, the reference to “a registration statement on Form S-3 (File
No. 333-178756),” in the second paragraph, is deleted and replaced with “with respect to sales of Placement Shares prior to the effectiveness of the registration statement initially filed on May 7, 2015, a registration statement
on Form S-3 (File No. 333-178756), and, with respect to sales of Placement Shares on or after the effectiveness of the registration statement initially filed on May 7, 2015, the registration statement on Form S-3 initially filed on
May 7, 2015.” 
 3. Section 14 is amended by deleting the words “1251 Avenue of the Americas, 41st Floor, New York, NY 10020, Attention: President, Telephone: (212) 542-5870, Email: dcolucci@mlvco.com and replacing them with “1301 Avenue of the Americas, 43rd Floor, New York, NY 10019, Attention: General Counsel, Telephone: (212) 542-5880, Email: mlvlegal@mlvco.com.” 

4. Schedule 1 is amended by adding the words “as amended on May 7, 2015” immediately after “February 27,
2015.” 
 5. Schedule 3 is amended by deleting in its entirety the words “Dean Colucci
dcolucci@mlvco.com” 







 6. The first sentence of the Form of Representation Date Certificate attached as
Exhibit 7(l) is amended to add “as amended on May 7, 2015” after “February 27, 2015.” 
 B. No Other
Amendments. Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect. 

C. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission. 

D. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York
without regard to the principles of conflicts of laws. 
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 If the foregoing correctly sets forth the understanding between us, please so indicate in the
space provided below for that purpose. 
  

			
	 Very truly yours,
  

Aveo Pharmaceuticals, Inc.

		
	By:		/s/ Michael Bailey
			 Name: Michael Bailey
 Title: President and
CEO



  
  

			
	 ACCEPTED as of the date first above written:
  

MLV & Co. LLC

		
	By:		/s/ Patrice McNicoll
			 Name: Patrice McNicoll
 Title: Chief
Executive Officer




  
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