<![CDATA[Amendment No. 2 to Loan & Security Agreement]]>



 Exhibit 10.1 
 Execution Version 
 AMENDMENT NO. 2 

TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into this 31st
day of March, 2012 by and among AVEO PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries joined thereto (the “Joined Subsidiaries”; the Joined Subsidiaries and
Parent are hereinafter referred to collectively as the “Borrower”), and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Hercules II”), and HERCULES TECHNOLOGY III, L.P., a Delaware
limited partnership (“Hercules III”, together with Hercules II collectively referred to as the “Lender”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan
Agreement (as defined below). 
 RECITALS 

A. The Borrower and the Lender have entered into that certain Loan and Security Agreement, dated as of May 28, 2010, as
amended by that certain Amendment No. 1 to Loan and Security Agreement, dated as of December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the
Lender has agreed to extend and make available to the Borrower certain extensions of credit. 
 B. The Borrower and the
Lender have agreed to amend the Loan Agreement upon the terms and conditions more fully set forth herein. 

AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing Recitals and intending to be legally bound, the parties hereto agree as follows: 
 1. AMENDMENTS. 
 1.1 Section 1.1 (Definitions).
Section 1.1 of the Loan Agreement is hereby amended in the following respects: 
 (a) Section 1.1
of the Loan Agreement is hereby amended by inserting the following new definition therein in its applicable alphabetical order: 
 ““Second Amendment Effective Date” means the Effective Date as defined in that certain Amendment No. 2 to Loan and Security Agreement, dated as of March 31, 2012, by and
between Borrower and Lender.” 
 (b) Section 1.1 of the Loan Agreement is hereby amended by
amending and restating the definition of “Maximum Term Loan Amount” in its entirety as follows: 

““Maximum Term Loan Amount” means Twenty-Six Million Five Hundred Thousand and No/100 Dollars
($26,500,000).” 







 (c) Section 1.1 of the Loan Agreement is hereby amended by amending and
restating the definition of “Term Loan Amortization Date” in its entirety as follows: 
 ““Term Loan
Amortization Date” means March 31, 2013.” 
 (d) Section 1.1 of the Loan Agreement
is hereby amended by amending and restating the definition of “Term Loan Maturity Date” in its entirety as follows: 

““Term Loan Maturity Date” means September 1, 2015.” 

1.2 Section 2.1(a) (Term Loan; Advance). Section 2.1(a) of the Loan Agreement is hereby amended and restated in
its entirety as follows: 
 “Advance. Prior to the Second Amendment Effective Date, the outstanding Term Loan principal
amount was equal to $22,828,445. Subject to the terms and conditions of this Agreement, Lender will make, and Borrower agrees to draw, a Term Loan Advance in the amount of $3,671,555 on the Second Amendment Effective Date. Following such Term Loan
Advance, Borrower’s outstanding Term Loan principal amount shall be equal to the Maximum Term Loan Amount.” 
 1.3
Section 2.5 (End of Term Charge). Section 2.5 of the Loan Agreement is hereby amended and restated in its entirety as follows: 
 “End of Term Charge. On the earliest to occur of (i) June 1, 2014, (ii) the date that Borrower prepays all of the outstanding Secured Obligations, or (iii) the date that the
Secured Obligations become due and payable, Borrower shall pay Lender a charge equal to $1,237,500. Notwithstanding the required payment date of such charge, it shall have been deemed to have been earned by Lender as of the Closing Date.”

 1.4 Section 7.13 (Deposit Accounts). Section 7.13 is hereby amended and restated in its entirety as
follows: 
 “7.13 Deposit Accounts. The Borrower shall not maintain any Deposit Accounts, or accounts holding Investment
Property, except with respect to which Lender has an Account Control Agreement (other than (i) money market account no. 1892029636 at Comerica Bank and (ii) a deposit account maintained in the United Kingdom for funding payroll obligations
with a balance not to exceed $2,000,000 at any time).” 
 2. BORROWER’S
REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants that: 

(a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents
are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of
Default has occurred and is continuing; 

  
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 (b) The Borrower has the corporate power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 (c) the certificate
or articles of incorporation, bylaws and other organizational documents of the Borrower delivered to the Lender on the Closing Date remain true, accurate and complete and have not been amended, restated, supplemented or otherwise modified and
continue to be in full force and effect; 
 (d) the execution and delivery by the Borrower of this Amendment and the
performance by the Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of the Borrower; 

(e) this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of the Borrower, enforceable
against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting
creditors’ rights generally; and 
 (f) as of the date hereof, the Borrower has no defenses against the obligations
to pay any amounts under the Obligations. The Borrower acknowledges that the Lender has acted in good faith and has conducted in a commercially reasonable manner its relationships with the Borrower in connection with this Amendment and in connection
with the Loan Documents. 
 The Borrower understands and acknowledges that the Lender is entering into this Amendment in
reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate. 
 3. LIMITATION. The amendments set forth in this Amendment shall be limited precisely as written and shall not be deemed (a) to be a waiver or modification of any other term or
condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which the Lender may now have or may have in the future under or in connection with the Loan Agreement or any instrument
or agreement referred to therein; or (b) to be a consent to any future amendment or modification or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions
thereof. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect. 
 4.
EFFECTIVENESS. This Amendment shall become effective upon the satisfaction of all of the following conditions precedent in form and substance satisfactory to the Lender (the “Effective Date”): 

4.1 Amendment. The Lender shall have received duly executed counterparts of this Amendment signed by the parties hereto.

 5. EXPENSES. The Borrower agrees to pay the Lender’s reasonable costs and expenses (including the
fees and expenses of the Lender’s counsel, advisors and consultants) 

  
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accrued and incurred in connection with the transactions contemplated by this Amendment, and all other Lender expenses (including the fees and expenses of Lender’s counsel, advisors and
consultants) payable in accordance with Section 11.11 of the Loan Agreement. 
 6.
COUNTERPARTS. This Amendment may be signed originally or by facsimile or other means of electronic transmission in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if
the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment. 
 7. INTEGRATION. This Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this
Amendment; except that any financing statements or other agreements or instruments filed by the Lender with respect to the Borrower shall remain in full force and effect. 
 8. GOVERNING LAW; VENUE. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
The Borrower and the Lender each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California. 
 [Remainder of page intentionally left blank; signature page follows] 

  
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 IN WITNESS WHEREOF, the
parties have duly authorized and caused this Amendment to be executed as of the date first written above. 
  

			
	BORROWER:
	
	AVEO PHARMACEUTICALS, INC.
		
	Signature:	 	 /s/ David Johnston

	Print Name:	 	David Johnston
	Title:	 	Chief Financial Officer



 

			
	LENDER:
	
	 HERCULES TECHNOLOGY II, L.P.,
 a Delaware limited partnership

		
	By:	 	 Hercules Technology SBIC

Management, LLC, its General

Partner

		
	By:	 	 Hercules Technology Growth

Capital, Inc., its Manager

		
	By:	 	 /s/ K. Nicholas Martitsch

	Name:	 	K. Nicholas Martitsch
	Its:	 	Associate General Counsel
	
	 HERCULES TECHNOLOGY III, L.P.,
 a Delaware limited partnership

		
	By:	 	 Hercules Technology SBIC

Management, LLC, its General

Partner

		
	By:	 	 Hercules Technology Growth

Capital, Inc., its Manager

		
	By:	 	 /s/ K. Nicholas Martitsch

	Name:	 	K. Nicholas Martitsch
	Its:	 	Associate General Counsel


 [Signature Page to Amendment No. 2 to Loan and Security Agreement]