(Against All Defendants For Violations of   Section 10(b) And Rule 10b-5 Promulgated Thereunder)   (Violations of Section 20(a) of the  Exchange Act Against The Individual Defendants)   Aveo is a biopharmaceutical company focused on discovering, developing, and  commercializing cancer therapeutics.  The Company’s lead product candidate is an oral inhibitor  of the vascular endothelial growth factor (“VEGF”) receptors.  One of the Company’s principal  products is Tivopath or tivozanib, marketed by the Company for the treatment of advanced  kidney cancer.  Plaintiff brings this action as a class action pursuant to Federal Rule of Civil  Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or  otherwise acquired Aveo securities during the Class Period (the “Class”); and were damaged  thereby.  Excluded from the Class are defendants herein, the officers and directors of the  Company, at all relevant times, members of their immediate families and their legal  representatives, heirs, successors or assigns and any entity in which defendants have or had a  controlling interest.   Plaintiff’s claims are typical of the claims of the members of the Class as all  members of the Class are similarly affected by defendants’ wrongful conduct in violation of  federal law that is complained of herein.   Plaintiff will fairly and adequately protect the interests of the members of the Class  and has retained counsel competent and experienced in class and securities litigation.  Plaintiff  has no interests antagonistic to or in conflict with those of the Class.   A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all members is impracticable.  Furthermore, as  the damages suffered by individual Class members may be relatively small, the expense and  burden of individual litigation make it impossible for members of the Class to individually  redress the wrongs done to them.  There will be no difficulty in the management of this action as  a class action.   Plaintiff will rely, in part, upon the presumption of reliance established by the  fraud-on-the-market doctrine in that:  • defendants made public misrepresentations or failed to disclose material facts during  the Class Period;  • the omissions and misrepresentations were material;  • Aveo securities are traded in efficient markets;  • the Company’s shares were liquid and traded with moderate to heavy volume during  the Class Period;  • the Company traded on the NASDAQ, and was covered by multiple analysts;  • the misrepresentations and omissions alleged would tend to induce a reasonable  investor to misjudge the value of the Company’s securities; and  • Plaintiff and members of the Class purchased and/or sold Aveo securities between the  time the defendants failed to disclose or misrepresented material facts and the time  the true facts were disclosed, without knowledge of the omitted or misrepresented  facts.   Plaintiff repeats and realleges each and every allegation contained above as if fully  set forth herein.   This Count is asserted against defendants and is based upon Section 10(b) of the  Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.   Pursuant to the above plan, scheme, conspiracy and course of conduct, each of the  defendants participated directly or indirectly in the preparation and/or issuance of the quarterly  and annual reports, SEC filings, press releases and other statements and documents described  above, including statements made to securities analysts and the media that were designed to  influence the market for Aveo securities and options.  Such reports, filings, releases and  statements were materially false and misleading in that they failed to disclose material adverse  information and misrepresented the truth about Aveo’s finances and business prospects.   Information showing that defendants acted knowingly or with reckless disregard for  the truth is peculiarly within defendants’ knowledge and control.  As the senior managers and/or  directors of Aveo, the Individual Defendants had knowledge of the details of Aveo’s internal  affairs.   The Individual Defendants are liable both directly and indirectly for the wrongs  complained of herein.  Because of their positions of control and authority, the Individual  Defendants were able to and did, directly or indirectly, control the content of the statements of  Aveo.  As officers and/or directors of a publicly-held company, the Individual Defendants had a  duty to disseminate timely, accurate, and truthful information with respect to Aveo’s businesses,  operations, future financial condition and future prospects.  As a result of the dissemination of  the aforementioned false and misleading reports, releases and public statements, the market price  of Aveo securities was artificially inflated throughout the Class Period.  In ignorance of the  adverse facts concerning Aveo’s business and financial condition which were concealed by  defendants, Plaintiff and the other members of the Class purchased Aveo securities at artificially  inflated prices and relied upon the price of the securities, the integrity of the market for the  securities and/or upon statements disseminated by defendants, and were damaged thereby.   By reason of the conduct alleged herein, defendants knowingly or recklessly,  directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5  promulgated thereunder.   As a direct and proximate result of defendants’ wrongful conduct, Plaintiff and the  other members of the Class suffered damages in connection with their respective purchases and  sales of the Company’s securities during the Class Period, upon the disclosure that the Company  had disseminated false financial statements to the investing public related to its prospects for  FDA approval.    Plaintiff repeats and realleges each and every allegation contained in the foregoing  paragraphs as if fully set forth herein.   As officers and/or directors of a publicly owned company, the Individual  Defendants had a duty to disseminate accurate and truthful information with respect to Aveo’s  financial condition and results of operations, and to correct promptly any public statements  issued by Aveo which had become materially false or misleading.   Because of their positions of control and authority as senior officers, the Individual  Defendants were able to, and did, control the contents of the various reports, press releases and  public filings which Aveo disseminated in the marketplace during the Class Period concerning  Aveo’s financial prospects.  Throughout the Class Period, the Individual Defendants exercised  their power and authority to cause Aveo to engage in the wrongful acts complained of herein.  The Individual Defendants therefore, were “controlling persons” of Aveo within the meaning of  Section 20(a) of the Exchange Act.  In this capacity, they participated in the unlawful conduct  alleged which artificially inflated the market price of Aveo securities.     Each of the Individual Defendants, therefore, acted as a controlling person of Aveo.   By reason of their senior management positions and/or being directors of Aveo, each of the  Individual Defendants had the power to direct the actions of, and exercised the same to cause,  Aveo to engage in the unlawful acts and conduct complained of herein.  Each of the Individual  Defendants exercised control over the general operations of Aveo and possessed the power to  control the specific activities which comprise the primary violations about which Plaintiff and  the other members of the Class complain.   BACKGROUND  