Amended & Restated Consulting & Scientific Advisory Board Agmt, Kucherlapati



 Exhibit 10.16 
 AMENDED AND RESTATED CONSULTING AND 
 SCIENTIFIC
ADVISORY BOARD AGREEMENT 
 AMENDED AND RESTATED CONSULTING AND SCIENTIFIC ADVISORY BOARD
AGREEMENT (the “Consulting Agreement”) dated as of this 1st day of January 2008, between AVEO PHARMACEUTICALS, INC., a Delaware corporation with offices at 75 Sidney Street, 4th Floor, Cambridge, MA 02139 (the “Company”) and Raju Kucherlapati, PhD residing at 6 Wildflower
Lane, Weston, MA 02493 (“Consultant”). 
 Whereas, the Company and the Consultant entered into that
certain Consulting Agreement on April 1, 2007 (the “Original Agreement”) pursuant to which Consultant has provided consulting services to the Company and served as a member of the Company’s Scientific Advisory Board (the
“SAB”); 
 Whereas, the Company and the Consultant wish to amend and restate the Original Agreement to, among other
things, (i) amend the term of the Original Agreement, and (ii) revise the Consultant’s compensation for services hereunder; 
 Now, Therefore, in consideration of the promises and mutual agreements hereinafter set forth, effective the date hereof, the Company and the Advisor hereby agree as follows: 
 The Company desires to engage Consultant to perform consulting services for the Company and Consultant desires to perform such services, on the terms and
conditions hereinafter set forth. 
 1. Academic Responsibility 
 It is recognized that as a member of the faculty and/or professional staff of Brigham and Women’s Hospital
(“BWH”) Partners HealthCare Systems, Inc. and Harvard Medical School (collectively, the “Institute”), Consultant is responsible for a variety of duties at the Institute and is subject, as is this
Agreement, to all requirements of the Institute’s Faculty Policy on Integrity in Science/Financial Conflicts of Interest and the BWH Patent Policy, which requirements may constrain in one or more than one aspects the performance of consulting
services hereunder. 
 2. Term 
 The period during which Consultant is engaged in a consulting relationship with the Company hereunder is
hereafter referred to as the “Consulting Period.” The Company agrees to retain Consultant, and Consultant agrees to serve, on the terms and conditions of this Agreement for a period commencing on the date hereof and ending on
December 31st, 2009, subject to earlier termination
as provided herein. This Agreement may be renewed by mutual consent of both parties. 







 3. Duties and Services 
 Consultant is hereby engaged on a non-exclusive basis to act as a general consultant to the Company in the field identified
on Schedule A attached hereto. Consultant’s duties shall be those identified on Schedule A attached hereto. 
 Consultant shall devote such time and energies as is reasonably necessary to fulfill his obligations hereunder, subject to his commitments to the Institute. Notwithstanding the foregoing, Consultant shall
devote 10 days per year, to be reasonably distributed over the year as shall be determined in good faith by the Board of Directors of the Company (the “Board”) or the senior management of the Company that may be designated by
the Board (the “Senior Management”), fulfilling his obligations hereunder (the “Time Commitment”). Service by the Consultant on the Board and the scientific advisory board of the Company shall qualify
towards satisfaction of the Consultant’s Time Commitment. 
 Consultant agrees that he will be available on
a reasonable basis for meetings and interactions with the Company. It is understood that Consultant shall be an independent contractor who may be engaged in other employment or who shall render other consulting services during the period of this
Consulting Agreement, subject to the limitations of Section 7 hereof. Such consulting services shall not involve any use of Institute facilities, space, materials or other resources, provided that Consultant may use the library and the
Consultant’s office. 
 4. Compensation As compensation for his services hereunder, the Company shall
pay Consultant, during the Consulting Period, as follows: 
 (i) $10,000 for each full-day (at least 8-hours)
meeting of the SAB attended by Consultant; 
 (ii) $3,000 for each half-day meeting of the SAB attended by
Consultant; and 
 (iii) $10,000 for each meeting of the SAB in which Consultant leads a discussion of specified
topics for such day (as determined in advance at the Company’s discretion). 
 Consultant acknowledges that as an independent contractor he
is not entitled to participate in or receive any benefit or right offered to Consultants of the Company under any Consultant benefit plan, including without limitation, medical and health insurance. Consultant acknowledges that the Company will not
withhold taxes on any amounts paid to him hereunder and that Consultant is responsible for all tax withholding, social security, unemployment insurance and other similar payments. 
 5. Expenses 
 Consultant shall be entitled to reimbursement for all reasonable, appropriate or necessary travel and other out-of-pocket expenses necessarily incurred in the performance of his duties hereunder in
accordance with the then-regular procedures of the Company; provided that any expenses in excess of $2,500 in any calendar quarter shall require written approval, which approval shall not be unreasonably denied or withheld. 
  

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 6. Representations and Warranties of Consultant 
 Consultant represents and warrants to the Company that, to the best of his knowledge, Consultant is under no contractual
restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder except as set forth in Section 1. Consultant represents and warrants
that the Time Commitment contained in Section 3 above is acceptable and consistent, in all respects, with his performance of contractual obligations for the Institute. Consultant represents and warrants that this Agreement has been reviewed by
the Institute and to the best of Consultant’s knowledge, the execution and performance of this Agreement is not inconsistent with and will not violate any policies or procedures of the Institute which are applicable to the Consultant.
Consultant represents and warrants that, to the best of his knowledge, the execution of this Agreement and the performance of his duties hereunder in no way conflicts with any non-disclosure or confidentiality agreement between the Consultant and
any third party. Consultant represents and warrants that Consultant has provided to the Company a list of all consulting agreements, confidentiality and non-disclosure agreements and assignment of inventions agreements to which Consultant is a
party. 
 7. No Conflict of Interest; Non-Competition. 
 (a) Consultant agrees not to incur any conflicting obligation without the prior written consent of AVEO. For the duration of
the Consultation Period and for two (2) years thereafter, Consultant will not engage in any activity that would compete with AVEO, including, becoming employed by, serving as a consultant for, or serving on an advisory board for another for-profit
enterprise that competes directly with AVEO, without the prior written consent of AVEO. Notwithstanding the foregoing, nothing in this Agreement is intended to limit or interfere with Consultant’s performance of his duties and responsibilities
to his employer. 
 Nothing in this Agreement shall be construed to restrict or limit the duties Consultant is
performing or may perform in the course of, or incidental to. Consultant’s appointment at the Institute, including but not limited to research sponsored by a third party commercial or governmental entity, nor shall anything in the agreement be
construed to restrict or limit Consultant’s right to serve as an advisor to any hospital, or to any governmental or not-for-profit organization. 
 (b) During the term of this Agreement and for a period of one (1) year commencing on the expiration or termination (if earlier) of this Agreement. Consultant will not solicit, entice, persuade or induce
any individual who is then, or has been within the preceding six-month period, an employee or consultant of the Company or any of its subsidiaries or affiliates to terminate his employment or consulting relationship with the Company or any of its
subsidiaries or affiliates or to become employed by or

  

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enter into contractual relations with any other individual or entity, and the Consultant shall not approach any such employee or consultant for any such purpose or authorize or knowingly approve
the taking of any such actions by any other individual or entity. The term “affiliate” shall mean any person or entity that directly, or indirectly through one or more intermediaries, is controlled or is controlled by, or is
under common control of the Company. 
 (c) Since a breach of the provisions of this Section 7 could not
adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall
be required in connection therewith. Consultant agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 shall be deemed
to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other
provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. 
 (d) The provisions of this Section 7 shall survive any termination or expiration of this Agreement. 
 8. Patent, etc. 
 Any interest in patents, patent
applications, inventions, technological innovations, copyrights, copyrightable works, developments, discoveries, designs, processes, formulas, know-how, data and analysis, whether patentable or not which Consultant may conceive or reduce to practice
or author in the direct performance of consulting services to the Company under this Agreement and in the Field (“Inventions”), shall belong to the Company; provided, however, that in accordance with the
Institute’s Patent Policy, the Company shall not obtain any right in or respecting any Invention or related ideas and discoveries which: (a) received direct or indirect financial support from the Institute, including funding from any
outside source awarded to or administered by the Institute, or (b) made use of any space, facilities, materials or other resources of the Institute including resources provided in-kind by outside sources. Consultant shall disclose to the
Institute’s Office of Corporate Sponsored Research and Licensing, in confidence, all Inventions which are related to Consultant’s research, clinical, or educational activities at the Institute in order to provide the Institute an
opportunity to assess, together with the Company, whether the invention is subject to the provisions of this Section 8. As soon as a Consultant conceives of, reduces to practice or authors any Invention, he agrees immediately to communicate
such fact in writing to the Company, and forthwith upon request of the Company. Consultant shall assist in the execution of all such assignments and other documents (including applications for patents, copyrights, trademarks, and assignments
thereof) and take all such other action as the Company may reasonably request in order to (a) vest in the Company all Consultant’s right, title, and interest in and to Inventions which are the sole property of the Company, and (b) if
patentable or copyrightable, to obtain at Company expense patents or copyrights (including extensions

  

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and renewals) thereof in any and all countries in such name as the Company shall determine. Time devoted by the Consultant to satisfying the foregoing obligations shall qualify toward
satisfaction of the Consultant’s Time Commitment. The provisions of this Section 8 shall survive any termination or expiration of this Agreement. 
 9. Confidential Information 
 (a) All confidential or
proprietary information concerning the conduct, affairs, products, Inventions, plans, or other aspects of the Company’s business, prospects or assets or other information relating to the business of the Company or of any customer or supplier of
the Company which Consultant may obtain from the Company during the Consulting Period shall not (except in compliance with Section 10 herein) be published, disclosed, or made accessible by him to any other person, firm or corporation either
during or after the Consulting Period or used by him, either directly or indirectly, except during the Consulting Period in the business and for the benefit of the Company, in each case without prior written permission of the Company. Consultant
shall return all physical evidence of such confidential information to the Company prior to or at termination of his retention as a Consultant by the Company. Notwithstanding the foregoing, the Consultant’s legal counsel may retain a single
copy of the confidential information for archival purposes only to provide a record of disclosure for a period of five (5) years following the expiration or termination of this Agreement. As used in this Section 9 “confidential
information” shall mean any information developed by or on behalf of, or otherwise acquired by, the Company and regarded by the Company as confidential, except that information which: (i) is generally known and available to the
public; (ii) was known to Consultant prior to being obtained from Company hereunder; (iii) was lawfully given to Consultant by an independent third party; (iv) was developed by or on behalf of Consultant independent of being obtained
from Company hereunder, (v) becomes public knowledge without breach by Consultant of any obligations of confidence to the Company, (vi) Consultant is obligated to produce by operation of law, or (vii) is necessary to disclose for the
protection of patient safety or prevention of imminent danger to the public. 
 (b) The provisions of this
Section 9 shall survive the expiration or termination of this Agreement for a period of five (5) years. 
 (c) The rights of the Company, and the obligations of the Consultant set forth in Sections 7(a), 8, and 9, including without limitation any interest in Inventions, are subject to and limited by rights of the Institute, including without
limitation any interest in Inventions, growing out of its relationship with Consultant. 
 10. Publications

 The Consultant shall provide the Company with an early draft copy of any proposed publication of research
results within the Field or any other such area that may be competitive with the business of the Company. If the Company informs the Consultant, within fifteen (15) days of receipt of an advance copy of a proposed publication which conveys the
content of a final

  

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publication that such publication in its reasonable judgment could be expected to have a material adverse effect on any of its intellectual properly, the Consultant shall, to the extent permitted
by the policies and procedures of the Institute and any agreements to which he is a party, delay or prevent such publication as proposed for a period not to exceed thirty (30) days to permit the timely preparation and filing of a patent
application(s) or application(s) for a certificate of invention on the information involved; provided that the Company will use its reasonable best efforts to review and prepare and file any such patent application(s) or application(s) for a
certificate of invention as quickly as quickly as possible. 
 11. Termination 
 (a) Notwithstanding anything herein contained, on or after the date hereof and prior to the end of the Consulting Period:

  

	 	(i)	either party may terminate this Agreement at any time without cause, upon 30 days written notice, or immediately upon Cause. 

  

	 	(ii)	this Agreement shall terminate automatically if Consultant shall be unable to discharge his duties hereunder by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted for a period of not less than nine months in any eighteen month period. 

  

	 	(iii)	this Agreement shall terminate, if the Consultant shall die, on the date of Consultant’s death. 

 For the purposes of this Agreement, “Cause” for termination shall be deemed to exist upon (a) a good faith
finding by the Board, of the willful failure by the Consultant to perform the Time Commitment, (b) a good faith finding by the Board of material failure by the Consultant to perform Duties as requested the Board or Senior Management,
(c) Consultant’s intentional or reckless disregard of the rules or policies of the Company made known to him, or material breach of any agreement with the Company (including this Agreement), (d) a good faith finding by the Board,
material dishonesty, gross negligence, material misconduct or fraud on the part of the Consultant, or (e) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to any crime involving
moral turpitude or any felony: provided that, in the case of clauses (a), (b) or (c) above, the Consultant shall be given written notice of such failure and a period of fifteen (15) business days to remedy such failure, with the
determination as to whether such remedy has occurred to be made solely by the Board, acting in good faith and exercising reasonable judgement. 
 12. Survival 
 Sections 7. 8. 9. 19. and 20 hereof
shall survive termination of this Agreement. 
  

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 13. Entire Agreement; Modification 
 This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all
existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each party. 
 14. Notices 
 Any notice or other communication
required or permitted to be given hereunder shall be in writing and shall be mailed, return receipt requested, or delivered against receipt to the party to whom it is to be given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 14). Notice to the estate of Consultant shall be sufficient if addressed to Consultant as provided in this
Section 14. Any notice or other communication given by certified mail shall be deemed given three days after the time of certification thereof, except for a notice changing a party’s address which shall be deemed given at the time of
receipt thereof. 
 15. Waiver 
 Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provisions of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing, signed by the party giving such waiver. 
 16. Binding Effect 
 Consultant’s rights and obligations under this Agreement shall not be transferable by assignments or otherwise. The provisions of this Agreement shall be binding upon and inure to the benefit of
Consultant and his heirs and personal representatives, and shall be binding upon and inure to the benefit of the Company and its successors and assigns. The term successors and assigns shall include any Company, partnership, association or other
entity which buys all or substantially all of the Company’s assets, stock or with which it merges or consolidates. 
 17. Headings 
 The headings in this Agreement are solely for the convenience of reference
and shall be given no effect in the construction or interpretation of this Agreement. 
  

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 18. Counterparts; Governing Law 
 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws. 
 19. Use of Name 
 Neither the name of the Consultant nor that of BWH, nor Partners HealthCare System, nor any variation thereon nor any variation thereon nor adaptation thereof may be used in any advertising, promotional
or sales literature, or other publicity without the prior written approval of the party whose name is to be used, which approval shall not be unreasonably withheld. 
 20. Indemnification 
 The Company shall indemnify,
defend and hold harmless Consultant and Consultant’s successor, heirs and assigns and BWH and its trustees, employees and staff (“Indemnitees”) against any liability, damage, loss or expense (including reasonable
attorneys’ fees and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands other than any liability, damage, loss or expense resulting from Indemnitee’s
bad faith, wrongful misconduct or gross negligence or judgements arising from the good faith performance of the consulting services by Consultant. 
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 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written. 
  

					
	AVEO PHARMACEUTICALS, INC.	 		 	CONSULTANT
			
	/s/ Tuan Ha-Ngoc	 		 	/s/ Raju Kucherlapati
	Name: Tuan Ha-Ngoc	 		 	Raju Kucherlapati, PhD
	 Title: President and Chief Executive Officer
	 		 	

  

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 Schedule A 
 For purposes of this Consulting Agreement, 
 “Field” shall mean to assist
the Company in the discovery and development of cancer therapeutics and diagnostics on a non-exclusive basis. 
 “Duties” shall mean: 
  

	 	(a)	Membership on the Company’s Scientific Advisory Board (“SAB”), including, but not limited to: 

  

	 	•	 	 attendance in person and participation in meetings at least twice per year; 


  

	 	•	 	 providing strategic scientific guidance to the Company regarding product and technology development programs; 


  

	 	•	 	 providing ideas and concepts for new product areas and make recommendations on future scientific directions; and 


  

	 	•	 	 providing contacts within the scientific community. 


  

	 	(b)	Attendance at outside meetings and participation in telephone discussions, including, but not limited to: 

  

	 	•	 	 regulatory discussions; 


  

	 	•	 	 corporate development meetings; and 


  

	 	•	 	 fund raising meetings. 


  

	 	(c)	Assistance with recruiting, including, but not limited to: 

  

	 	•	 	 suggest candidates for key positions in the Company; advisors and SAB members; and 


  

	 	•	 	 referencing on candidates. 


  

	 	(d)	Assistance with scientific matters, including, but not limited to: 

  

	 	•	 	 referring scientific information to the Company as appropriate. 


  

	 	(e)	Active participation in the recruiting of the Company’s principal research and development personnel, advisors and SAB members. 

  

	 	(f)	Provide scientific inspiration to the Company’s research and development personnel. 

  

	 	(g)	All such other matters as may be reasonably requested by the Board or Senior Management and agreed to by the Consultant from time to time. 

  

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