AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

(c) On May15, 2017, the Board of Directors (the Board) of AVEO
Pharmaceuticals, Inc. (the Company) appointed Matthew Dallas to
the position of chief financial officer of the Company, subject
to the commencement of his employment, which is expected to occur
on June1, 2017. Mr.Dallas will assume the duties of Mr.Keith
Ehrlich, the Companys current chief financial officer who, as
previously announced, is retiring.

Biographical information regarding Mr.Dallas is set forth below,
followed by a summary of the offer letter dated May8, 2017 (Offer
Letter) delivered by the Company to Mr.Dallas in connection with
his appointment. A copy of the Offer Letter is attached as an
exhibit hereto and is incorporated herein by reference. The
description of the Offer Letter provided below does not purport
to be complete and is qualified in its entirety by reference to
the full text of such Offer Letter.

Mr.Dallas, age 41, most recently was employed by CoLucid
Pharmaceuticals, Inc. (CoLucid), a phase three biotech company,
serving as CoLucids chief financial officer and treasurer from
February 2015 until March 2017, a position he held through
CoLucids initial public offering, follow-on offering, and
subsequent acquisition. Prior to his employment at CoLucid,
Mr.Dallas was vice president of finance and treasurer at the
Company from March 2011 to February 2015. Mr.Dallas previously
worked at Genzyme Corporation, a multi-product commercial biotech
company, NEN Life Sciences, a commercial life sciences company,
and Kimberly-Clark Corporation, a consumer products company,
where he held various positions of increasing responsibility in
finance and accounting. Mr.Dallas holds a B.S. in Finance from
the University of Tennessee, Knoxville.

There are no family relationships between Mr.Dallas and any
director or executive officer of the Company. Mr.Dallas has not
engaged in any related person transaction (as defined in
Item404(a) of Regulation S-K) with the Company.

to the terms of the Offer Letter, subject to and upon his
commencement of employment Mr.Dallas will serve as an at-will
employee. He will be entitled to receive an annual base salary of
$320,000. Commencing in 2018, he will be eligible to participate
in the Companys performance-based incentive bonus program and his
bonus target will be equal to 40% of his base salary, based on
the achievement of performance goals as determined at the
discretion of the Board, and pro rated. to the Offer Letter,
Mr.Dallas will also be eligible to participate in the Companys
Key Employee Change in Control Severance Benefits Plan, the form
of which has previously been filed by the Company with the SEC.
In addition, subject to the approval of the compensation
committee of the Board, the Company will grant to Mr.Dallas an
option (Option) to purchase 500,000 shares of the Companys common
stock to the Companys 2010 Stock Incentive Plan. The Option shall
vest and become exercisable as to 25% of the shares underlying
the Option on the first anniversary of the date of grant and as
to the remaining shares underlying the Option in 36equal monthly
installments thereafter. Such Option will have a per share
exercise price equal to the closing sale price of the Companys
common stock on the NASDAQ Capital Market on the date of grant.
Mr.Dallas will also be eligible to participate in the Companys
annual renewal equity program.

2

About AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO)

AVEO Pharmaceuticals, Inc. is a biopharmaceutical company. The Company’s platform delivers insights into cancer and related disease. The Company’s product candidates include Tivozanib, Ficlatuzumab, AV-203 and AV-380. Tivozanib is a selective long half-life vascular endothelial growth factor tyrosine kinase inhibitor (VEGF TKI) that inhibits over three VEGF receptors. Tivozanib is designed to optimize VEGF blockade while minimizing off-target toxicities. Ficlatuzumab is a Hepatocyte Growth Factor (HGF) inhibitory antibody. AV-203 is an anti-ErbB3 monoclonal antibody with ErbB3 affinity. Its preclinical studies suggest that neuregulin1 (NRG1) levels predict AV-203 antitumor activity in preclinical models. AV-380 is a humanized Immunoglobulin G 1 (IgG1) inhibitory monoclonal antibody. AV-380 targets growth differentiating factor 15 (GDF15).

AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO) Recent Trading Information

AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO) closed its last trading session down -0.010 at 0.620 with 567,660 shares trading hands.