AVEO AVEO Pharmaceuticals Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

AVEO PHARMACEUTICALS, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

AVEO PHARMACEUTICALS, INC.

30 WINTER STREET

BOSTON, MASSACHUSETTS 02108

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

November 25, 2022

Dear Stockholders of AVEO Pharmaceuticals, Inc.:

You are cordially invited to attend a special meeting of the stockholders of AVEO Pharmaceuticals, Inc., a Delaware corporation (referred to as “AVEO,” the “Company,” “we,” “us” or “our”), to be held on January 5, 2023, at 10:00 a.m., local time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, located at 60 State Street, 26th Floor, Boston, MA 02109 (the special meeting and any adjournments or postponements thereof, referred to as the “Special Meeting”).

We have entered into an Agreement and Plan of Merger (as it may be amended from time to time, referred to as the “Merger Agreement”), dated as of October 18, 2022, with LG Chem, Ltd., a corporation organized and existing under the laws of the Republic of Korea (referred to as “LG Chem”), and Acacia Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of LG Chem (referred to as “Merger Sub”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into AVEO, with AVEO surviving the merger as an indirect wholly owned subsidiary of LG Chem (referred to as the “Merger”).

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (referred to as the “Merger Proposal”). The affirmative vote of the holders of a majority of the shares of AVEO common stock issued and outstanding and entitled to vote thereon as of the close of business on November 18, 2022 (referred to as the “Record Date”) is required to approve the Merger Proposal. At the Special Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to AVEO’s named executive officers that is based on or otherwise relates to the Merger (referred to as the “Merger Compensation Proposal”). At the Special Meeting, you will also be asked to consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (referred to as the “Adjournment Proposal”).

If the Merger is consummated, you will be entitled to receive $15.00 in cash, without interest, for each share of AVEO common stock that you own (unless you have properly exercised appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (referred to as “Section 262” and the “DGCL,” respectively), including, among other requirements, by not voting in favor of the Merger Proposal and do not thereafter fail to perfect, effectively withdraw or otherwise lose your appraisal rights). Such Merger Consideration (as defined below) represents a premium of approximately 43% over the AVEO common stock closing price of $10.48 on October 17, 2022, the last trading day before the public announcement that AVEO entered into the Merger Agreement.

The Board of Directors of AVEO (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, AVEO and AVEO’s stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby and (iii) resolved to recommend that AVEO’s stockholders adopt the Merger Agreement. The Board unanimously recommends that AVEO stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that AVEO stockholders vote “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement and is incorporated herein by reference. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about AVEO from documents we file with the Securities and Exchange Commission (referred to as the “SEC”) from time to time.

Whether or not you plan to attend the Special Meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding shares of AVEO’s common stock entitled to vote thereon as of the Record Date.

If you have questions or need assistance voting your shares of AVEO common stock, please contact:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower,

Stamford, CT 06902,

AVEO.info@investor.morrowsodali.com

Call Collect: (203) 658-9400

or

Toll-Free (800) 662-5200

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Very truly yours,

Michael Bailey

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. This proxy statement is dated November 25, 2022 and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about November 25, 2022.

AVEO PHARMACEUTICALS, INC.

30 Winter Street

Boston, Massachusetts 02108

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by ballot at the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal.

Under Delaware law, stockholders who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of AVEO common stock as determined by the Delaware Court of Chancery if the Merger (referred to as the “Delaware Court”) is consummated, but only if they submit a written demand for such an appraisal before the vote on the Merger Proposal and otherwise comply with the other Delaware law procedures summarized in the accompanying proxy statement.

YOUR VOTE IS VERY IMPORTANT!

If your shares are registered directly in your name: If you are a stockholder of record, you may grant a proxy to vote your shares through the Internet, by telephone or by mail as described below. Please help us save time and postage costs by granting a proxy through the Internet or by telephone. Each such method is generally available twenty four (24) hours a day and will ensure that your proxy to vote your shares is confirmed and posted immediately. To grant a proxy to vote your shares:

If your shares are held in the name of a bank, broker or other nominee: You will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your shares to be voted. Telephone and Internet voting instructions also may be offered to stockholders owning shares through certain banks and brokers. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares in your account. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting, including the Merger Proposal, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you hold your shares through a bank, broker or other nominee, you must obtain from such nominee a valid “legal proxy” issued in your name in order to vote in person at the Special Meeting.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your shares of AVEO common stock, please contact our proxy solicitor or us by using the contact information provided below:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower,

Stamford, CT 06902,

AVEO.info@investor.morrowsodali.com

Call Collect: (203) 658-9400

or

Toll-Free (800) 662-5200

or

AVEO Pharmaceuticals, Inc.

30 Winter Street

Boston, Massachusetts 02108

Attn: Corporate Secretary

Call: (857) 400-0101

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THE COMPANIES

AVEO Pharmaceuticals, Inc.

AVEO is a Delaware corporation with principal executive offices located at 30 Winter Street, Boston, Massachusetts 02108, telephone number (857) 400-0101. AVEO is commercial stage, oncology-focused biopharmaceutical company committed to delivering medicines that provide a better life for patients with cancer. AVEO currently markets FOTIVDA^® (tivozanib) in the United States. FOTIVDA (tivozanib) is AVEO’s first commercial product and was approved by the U.S. Food and Drug Administration (referred to as the “FDA”) for marketing and sale in the United States on March 10, 2021 for the treatment of adult patients with relapsed or refractory advanced renal cell carcinoma following two or more prior systemic therapies. AVEO continues to develop tivozanib in immuno-oncology and other novel targeted combinations in RCC and other indications, and has other investigational programs in clinical development. The common stock of AVEO is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AVEO.” Additional information about AVEO is contained in certain of its public filings that are incorporated by reference herein. See “Where You Can Find More Information” beginning on page 115 of this proxy statement.

LG Chem, Ltd.

LG Chem is a corporation organized and existing under the laws of the Republic of Korea with principal executive offices located at 128, Yeoui-daero, Yeongdeungpo-g, Seoul, Republic of Korea, telephone number +82-2-6987-4030. LG Chem is a South Korean chemicals company publicly-traded on the Korea Exchange.

Acacia Acquisition Sub, Inc.

Merger Sub is a Delaware corporation and an indirect wholly owned subsidiary of LG Chem, with a registered office located at 1209 Orange Street, Wilmington, Delaware 19801, telephone number +82-2-6987-4030. Merger Sub was formed solely for the purpose of effecting the Merger and the transactions contemplated by the Merger Agreement.

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THE SPECIAL MEETING

We are furnishing this proxy statement to AVEO stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting (including any adjournment or postponement thereof).

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on January 5, 2023 at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, located at 60 State Street, 26th Floor, Boston, MA 02109, at 10:00 a.m., local time, or at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the Special Meeting, we will ask our stockholders of record as of the Record Date to vote on (i) the Merger Proposal, (ii) the Merger Compensation Proposal and (iii) the Adjournment Proposal. If holders of AVEO common stock fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under the section captioned “The Merger Agreement” beginning on page 80 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about November 25, 2022.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on November 18, 2022, the Record Date for the Special Meeting, are entitled to notice and to vote at the Special Meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at 30 Winter Street, Boston, Massachusetts 02108, during regular business hours for a period of at least ten (10) days before the Special Meeting and at the place of the Special Meeting during the meeting.

As of the Record Date, there were 34,763,127 shares of AVEO common stock issued and outstanding and entitled to be voted at the Special Meeting.

A quorum of stockholders is necessary to transact business at the Special Meeting. Our second amended and restated bylaws provide that the presence at the Special Meeting, in person or by proxy, of the holders of a majority of the voting power of our issued and outstanding shares entitled to vote at the meeting will constitute a quorum for AVEO to transact business at a Special Meeting. Shares of AVEO common stock that were outstanding as of the Record Date and are represented by a properly signed and returned proxy card will be counted as shares present and entitled to vote at the Special Meeting for purposes of determining a quorum. Shares represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of shares considered to be present at the Special Meeting for purposes of determining a quorum. Broker non-votes rendered on each of the three proposals will not be included in the calculation of the number of shares considered to be present at the Special Meeting for purposes of determining a quorum. Shares that are voted with respect to at least one proposal will, however, be included in the calculation of the number of shares considered to be present at the Special Meeting.

In the event that a quorum is not present at the Special Meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

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Vote Required; Abstentions and Broker Non-Votes

Each share of AVEO common stock issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting. Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of AVEO common stock that are issued and outstanding as of the Record Date and entitled to vote thereon. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger.

Approval of the Merger Compensation Proposal requires the affirmative vote of the holders of AVEO common stock having a majority in voting power of the votes cast by the holders of all shares of AVEO common stock present in person or by proxy at the Special Meeting and voting affirmatively or negatively on such matter.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of AVEO common stock having a majority in voting power of the votes cast by the holders of all shares of AVEO common stock present in person or by proxy at the Special Meeting and voting affirmatively or negatively on such matter.

If an AVEO stockholder fails to vote, it will have the same effect as if the stockholder voted “AGAINST” the Merger Proposal, but it will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

If an AVEO stockholder abstains from voting, it will have the same effect as if the stockholder voted “AGAINST” the Merger Proposal. Assuming a quorum is present at the Special Meeting, AVEO stockholder abstentions from voting, will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

If you hold your shares in “street name” the failure to instruct your bank, broker or other nominee on how to vote your shares may result in a broker non-vote. Assuming a quorum is present, each broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

Shares Held by Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of AVEO and their affiliated entities beneficially owned and were entitled to vote, in the aggregate, 108,960 shares of AVEO common stock, which represented approximately 0.3% of the shares of AVEO common stock issued and outstanding on that date. Our directors and executive officers have informed us that they currently intend to vote all of their shares for which they hold the voting power of AVEO common stock (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger Compensation Proposal and (iii) “FOR” the Adjournment Proposal, although none of them is obligated to do so.

Voting; Proxies

Attendance

All holders of shares of AVEO common stock as of the close of business on the Record Date, including stockholders of record and beneficial owners of common stock registered in the “street name” of a bank, broker or other nominee, are invited to attend the Special Meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver’s license, and proof of ownership of AVEO common stock, such as a bank or brokerage account statement. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your bank, broker or other nominee or other similar evidence of ownership, along with proper identification and you may not vote your shares in person at the Special Meeting unless you request and obtain a valid “legal proxy” from your bank, broker or other nominee.

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Voting in Person

Stockholders of record will be able to vote in person at the Special Meeting. If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the meeting. If you are not a stockholder of record, but instead hold your shares of AVEO common stock in “street name” through a bank, broker or other nominee, you must provide a “legal proxy” executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the Special Meeting.

Providing Voting Instructions by Proxy

To ensure that your shares of AVEO common stock are voted at the Special Meeting, we recommend that you submit your proxy or provide voting instructions for your shares of AVEO common stock held in “street name” to your bank, broker or other nominee promptly, even if you plan to attend the Special Meeting in person.

Shares of AVEO Common Stock Held by Record Holders

If you are a stockholder of record and your shares of AVEO common stock are registered in your name with our transfer agent, Computershare, you may submit your proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting a proxy. You can grant a proxy by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares of common stock will be voted as you direct, and in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received prior to 11:59 p.m. Eastern Time on January 4, 2023, the day preceding the Special Meeting, your shares of AVEO common stock will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, such shares of AVEO common stock represented by your properly signed proxy will be voted “FOR” each of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record as of the close of business on the Record Date, unless you attend the Special Meeting and vote in person, your shares of common stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present, and your failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the vote regarding the Merger Compensation Proposal or the Adjournment Proposal.

Shares of AVEO Common Stock Held in “Street Name”

If your shares of AVEO common stock are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares. You may cause your shares to be voted through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee by following the instructions provided to you by them if such a service is available.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your shares with

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respect to such matters. The Merger Proposal (as defined below), the Merger Compensation Proposal and the Adjournment Proposal described in this proxy statement are “non-routine” matters, and your bank, broker and other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not provide voting instructions via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, such actions will result in a “broker non-vote.” Broker non-votes, if any, will have the same effect as if you voted “AGAINST” the Merger Proposal and will have no effect on the Merger Compensation Proposal or the Adjournment Proposal. For shares of common stock held in “street name,” only shares of common stock affirmatively voted “FOR” the Merger Proposal, Merger Compensation Proposal or the Adjournment Proposal will be counted as a vote in favor of such proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to AVEO or by sending a written notice of revocation to AVEO, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by AVEO before the Special Meeting. Please note that to be effective, your new (i) proxy card, or written notice of revocation must be received by our Corporate Secretary prior to 11:59 p.m. Eastern Time on January 4, 2023, the day preceding the Special Meeting or (ii) Internet or telephonic voting instructions must be received by our Corporate Secretary prior to 9:59 a.m. Eastern Time on January 5, 2023, the day of the day of the Special Meeting.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote in person at the Special Meeting if you obtain a valid “legal proxy” from your bank, broker or other nominee. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow AVEO stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of AVEO common stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal and the Adjournment Proposal.

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Adjournments and Postponements

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed, among other reasons, for the purpose of soliciting additional proxies. If a quorum is not present, then under our second amended and restated bylaws, (i) the chairperson of the Special Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Special Meeting, present in person or represented by proxy, shall have power to adjourn the Special Meeting until a quorum is present or represented, and notice need not be given of the adjourned meeting if the time, place and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. However, our second amended and restated bylaws provide that if any such adjournment is for more than thirty (30) days, or if after such adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

In addition, the Board could postpone the Special Meeting before it commences. If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

In the event that there is present at the Special Meeting, in person or by proxy, sufficient favorable voting power to secure the vote of our stockholders necessary to adopt the Merger Agreement by approving the Merger Proposal, we do not currently anticipate that we will adjourn or postpone the Special Meeting.

Recommendations of the Transaction Committee and the Board

The Board, after considering the various factors more fully described under “The Merger—Recommendations of the Transaction Committee and the Board and Reasons for the Merger” beginning on page 47 of this proxy statement, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, AVEO and AVEO’s stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby and (iii) resolved to recommend that AVEO’s stockholders adopt the Merger Agreement.

The Board unanimously recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The Board is soliciting your proxy, and we will bear the cost of the solicitation of proxies.

We have retained Morrow Sodali LLC, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000 plus expenses. We will also indemnify the proxy solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Consummation of the Merger

We currently anticipate that the Merger will be consummated in early 2023, assuming satisfaction or waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible, including as a result of factors outside the control of AVEO and LG Chem, that the Merger will be consummated at a later time or not at all.

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Appraisal Rights

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their shares of AVEO common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of AVEO common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of AVEO common stock as determined by the Delaware Court may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of AVEO common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of AVEO common stock determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of shares of AVEO common stock and a beneficial owner who (i) continuously holds such shares through the Effective Time, (ii) has not consented to or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by AVEO and to be set forth on the Chancery List (as defined in the section of this proxy statement entitled “The Merger—Appraisal Rights”), will be entitled to receive the fair value of his, her or its shares of AVEO common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section of this proxy statement entitled “The Merger—Appraisal Rights”.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our impact on the environment and our expenses.

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We will promptly deliver a separate copy of our proxy statement to any stockholder without charge upon a written request or verbal request to AVEO Pharmaceuticals, Inc. 30 Winter Street, Boston, Massachusetts 02108, Attention: Corporate Secretary, telephone number (857) 400-0101. Stockholders sharing an address that are receiving multiple copies of this proxy statement can request delivery of a single copy of the proxy materials by contacting their broker, bank or other intermediary or sending a written request to AVEO Pharmaceuticals, Inc. at the address above.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor or us:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower,

Stamford, CT 06902,

AVEO.info@investor.morrowsodali.com

Call Collect: (203) 658-9400

or

Toll-Free (800) 662-5200

or

AVEO Pharmaceuticals, Inc.

30 Winter Street

Boston, Massachusetts 02108

Attn: Corporate Secretary

Call: (857) 400-0101

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and similar words or expressions. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, AVEO or its businesses or operations.

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No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. The foregoing review of risks and uncertainties that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in AVEO’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement and AVEO’s other reports filed with the SEC.

Any forward-looking statement made in this communication speaks only as of the date on which it is made. AVEO can give no assurance that the conditions to the Merger will be satisfied. You should not put undue reliance on any forward-looking statements. AVEO undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law. If AVEO does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

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THE MERGER

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Certain Effects of the Merger on AVEO

If the Merger Agreement is adopted by AVEO stockholders and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into AVEO, with AVEO continuing as the surviving corporation and an indirect wholly owned subsidiary of LG Chem.

At the Effective Time, each share of AVEO common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration.

The common stock of AVEO is listed and trades on Nasdaq under the symbol “AVEO.” As a result of the Merger, AVEO will cease to be a publicly traded company and will become an indirect wholly owned subsidiary of LG Chem. Prior to the Effective Time, we will cooperate with LG Chem and use reasonable best efforts to delist our common stock from Nasdaq and deregister our common stock under the Securities Exchange Act of 1934 (referred to as the “Exchange Act”) as promptly as practicable after the Effective Time. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation or LG Chem.

Effect on AVEO if the Merger is Not Consummated

If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding shares of AVEO common stock entitled to vote thereon as of the Record Date or if the Merger is not consummated for any other reason, AVEO stockholders will not receive any payment for their shares of AVEO common stock pursuant to the Merger Agreement. Instead, AVEO will remain a public company, its common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and AVEO will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, and depending on the circumstances that caused the Merger not to be consummated, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades prior to the public announcement of the Merger Agreement or as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of AVEO common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding shares of AVEO common stock entitled to vote thereon as of the Record Date or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to AVEO will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, under specified circumstances, upon termination of the Merger Agreement, AVEO may be required to pay LG Chem a termination fee, as described under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 103 of this proxy statement.

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Merger Consideration

In the Merger, each share of AVEO common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration, and without any action by the holders of such shares, will cease to be outstanding, be cancelled and cease to exist, and each Certificate or Uncertificated Share will thereafter represent only the right to receive the Merger Consideration.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as an AVEO stockholder as a result of the Merger (except that any holder of Dissenting Shares will have those rights granted under, and subject to compliance with, Section 262), nor will you be entitled to receive any shares in LG Chem or the surviving corporation.

Each of the exchange agent (as defined below), the surviving corporation, Merger Sub and LG Chem and its affiliates will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If the exchange agent, the surviving corporation, Merger Sub or LG Chem or any of its affiliates, as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental authority, such amounts shall be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

Background of the Merger

The Board, together with members of senior management of AVEO, regularly reviews and assesses the performance, future growth prospects, business plans and overall strategic direction of AVEO, and considers a variety of strategic alternatives that may be available to AVEO, including continuing as a standalone company or pursuing potential strategic or financing transactions with third parties, in each case with the goal of maximizing stockholder value, particularly in light of the expiration of certain patent rights related to FOTIVDA, AVEO’s only commercial product, in 2028.

To assist the Board in its evaluation of strategic alternatives for AVEO, in December 2020, the Board authorized AVEO to enter into an engagement letter with Moelis & Company LLC (referred to as “Moelis”), pursuant to which Moelis would be engaged by AVEO to serve as the exclusive financial advisor to AVEO in connection with a potential strategic transaction involving AVEO. The Board based its decision to engage Moelis as its exclusive financial advisor on, among other things, Moelis’ qualifications, professional reputation and industry expertise. AVEO entered into an engagement letter with Moelis dated December 10, 2020.

From January 2021 through early November 2021, members of senior management of AVEO and representatives of Moelis, under the supervision and at the direction of the Board, engaged in a series of exploratory discussions, including as part of Moelis’ regular-way industry coverage, with a broad range of large and medium-sized commercial stage pharmaceutical companies, including to gauge third party interest in an acquisition of or strategic combination with AVEO with a view to maximizing stockholder value. Taking into account the advice provided by Moelis and the recommendations of members of senior management of AVEO, the Board deemed these parties to be the most likely to be interested in pursuing such a transaction with AVEO at that time and to have the financial and other resources to complete such transaction on terms acceptable to the Board. However, at the direction of the Board, neither management nor representatives of Moelis indicated that AVEO was for sale and this outreach did not result in the receipt of any proposals for a potential acquisition of or strategic combination with AVEO.

On November 11, 2021, the Board held a regular meeting by videoconference at which members of senior management of AVEO, including Michael P. Bailey, AVEO’s chief executive officer, and Erick J. Lucera,

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AVEO’s chief financial officer, and representatives of Moelis were present for portions of the meeting. During the meeting, the representatives of Moelis reviewed a small and mid-cap oncology landscape update and potential candidates to consider for strategic combinations that could be pursued by AVEO. Following discussion, the Board directed AVEO’s management team and Moelis to contact or follow up with seven potential counterparties (four of which had not been part of the discussions from January 2021 through early November 2021 described above) identified by the representatives of Moelis to gauge interest in a potential strategic combination involving AVEO. The seven potential counterparties included a company referred to herein as “Party A”, a company referred to herein as “Party B” and a Company referred to herein as “Party C.” Taking into account the advice of the representatives of Moelis and members of senior management of AVEO and the results of the process conducted to such date by Moelis, the Board deemed these parties, which were small- and mid-cap oncology-focused pharmaceutical companies, to be the most likely to be interested in pursuing a strategic combination with AVEO at that time and to have the financial and other resources to complete such a combination on terms acceptable to the Board.

On February 15, 2022, the Board held a regular meeting by videoconference at which members of senior management of AVEO and representatives of Moelis were present for a portion of the meeting. During the meeting, AVEO’s management team reviewed reductions to AVEO’s 2022 internal sales estimates for FOTIVDA due to continued pressure from the COVID-19 pandemic and representatives of Moelis shared analyst and investor perspectives on AVEO, biopharma market trends, historic AVEO stock price performance, preliminary financial information relating to AVEO taking into account a preliminary financial forecast provided by AVEO’s management team, potential strategic opportunities and the discussions between AVEO and the seven potential counterparties identified at the November 11, 2021 meeting of the Board, which discussions had not resulted in AVEO’s receipt of any proposals for a strategic combination at that time. Following discussion, it was the consensus of the Board that AVEO’s management team should continue to work with Moelis to identify and explore potential strategic transactions, including by continuing discussions with Party A and Party B.

On February 17, 2022, AVEO and Party B entered into a nondisclosure agreement, which did not contain a standstill provision. From mid-February 2022 until June 10, 2022, representatives of AVEO and representatives of Party B engaged in preliminary discussions regarding a potential strategic transaction involving the parties and each received access to a virtual data room containing confidential information of the other party. These preliminary discussions and due diligence activities continued until June 10, 2022, when the parties suspended discussions without either party having submitted a proposal to the other.

On March 28, 2022, at the request of the chief executive officer of a company referred to herein as “Party D”, Mr. Bailey spoke with the chief executive officer of Party D. During the discussion, the chief executive officer of Party D expressed Party D’s interest in exploring a potential strategic transaction involving AVEO.

On April 4, 2022, AVEO entered into a nondisclosure agreement with Party C, which did not contain a standstill provision.

On April 5, 2022, AVEO entered into a nondisclosure agreement with Party D, which did not contain a standstill provision.

On April 15, 2022, the chief executive officer of Party D and Mr. Bailey met in person. During the meeting, the chief executive officer of Party D conveyed orally to Mr. Bailey Party D’s interest in pursuing an acquisition of AVEO at an equity valuation that Mr. Bailey understood to be $500 million (or an implied $13.51 per share of AVEO common stock outstanding as of March 31, 2022), of which $200 million would be payable in cash and the remainder of which would be payable in shares of Party D common stock. Mr. Bailey indicated that while AVEO was not for sale he would convey the oral proposal to the Board and encouraged the chief executive officer of Party D to submit a written proposal that could be presented to the Board for consideration.    

On April 16, 2022, Mr. Bailey updated the Board and representatives of Moelis by e-mail regarding Mr. Bailey’s April 15 conversation with the chief executive officer of Party D.

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On April 18, 2022, the Board held a special meeting by videoconference at which members of senior management of AVEO and representatives of Moelis were present. During the meeting, Mr. Bailey summarized his April 15 conversation with the chief executive officer of Party D and a representative of Moelis reviewed an update on a potential strategic transaction with Party D, recent stock price performance of each of Party D and AVEO and certain preliminary and illustrative financial information relating to the combined company that would result from a combination of AVEO and Party D. Following discussion, it was the consensus of the Board that AVEO’s management team should advise Party D that AVEO was not for sale but that AVEO would consider a written proposal if provided to explore a potential strategic transaction involving the two companies and propose that the parties engage in initial mutual due diligence. The Board directed AVEO’s management team to encourage Party D to submit a written proposal that could be evaluated by the Board and to enter into a revised nondisclosure agreement with AVEO that would contain a customary standstill provision. Mr. Bailey subsequently conveyed the foregoing message to the chief executive officer of Party D.

On April 25, 2022, Mr. Bailey received an unsolicited e-mail from a member of LG Chem’s business development team, independent of the process described above, providing background on LG Chem, noting AVEO’s strong development and commercialization capabilities and asking to schedule a conference call and arrange an in-person meeting in May 2022 to discuss potential business opportunities between the two companies.

On April 28, 2022, at the request of the chief executive officer of a company referred to herein as “Party E,” Mr. Bailey and the chief executive officer of Party E met for an introductory lunch in Boston, Massachusetts. The parties did not discuss a potential strategic transaction at that time.

Also on April 28, 2022, members of senior management of AVEO met by videoconference with members of senior management of Party D during which meeting the parties discussed entering into a revised nondisclosure agreement that included a customary standstill provision, exchanging due diligence request lists and coordinating an in-person meeting between the two management teams.

On April 29, 2022, the Board, acting by unanimous written consent, established a committee (the “Transaction Committee”) consisting of Kenneth M. Bate, Anthony B. Evnin and Gregory T. Mayes, each of whom is an independent director of AVEO, to act on behalf of AVEO to review and evaluate potential transactions for purposes of providing prompt guidance and direction to AVEO’s management team. The Board delegated to the Transaction Committee the power and authority to, among other things, (1) establish, approve, monitor and direct the process and procedures related to the review and evaluation of any possible sale, business combination or other strategic transaction involving AVEO; (2) respond to any communications, inquiries or proposals regarding any such possible transaction; (3) review, evaluate, investigate, pursue and negotiate the terms and conditions of any such possible transaction; (4) solicit expressions of interest or proposals for any such possible transaction and (5) recommend to the Board any proposed rejection or approval of any such possible transaction. The Board retained authority to approve or reject any such transaction, including the Merger.

On May 2, 2022, a member of senior management of AVEO sent to a member of senior management of Party D a proposed mutual nondisclosure agreement, which contained a mutual one (1)-year standstill provision that would cease to restrict a party if, among other things, the other party entered into a definitive agreement to be acquired by a third party.

On May 3, 2022, members of AVEO’s senior management team and business development team and LG Chem’s business development team held a meeting by videoconference to discuss potential commercial arrangements between the parties, and it was determined that the parties would enter into a nondisclosure agreement.

On May 5, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO were present. During the meeting, the Transaction Committee discussed the procedures that the Transaction Committee and management of AVEO would follow in connection with the Transaction

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Committee’s evaluation of and responses to proposals that may be received by AVEO, and Mr. Bailey updated the Transaction Committee on preliminary discussions with various parties, including LG Chem, Party D and Party E.

On May 9 and May 10, 2022, members of senior management of AVEO and members of senior management of Party D met in person to discuss the possibility of a strategic transaction involving Party D and AVEO.

On May 10, 2022, AVEO and LG Chem entered into a nondisclosure agreement, which did not contain a standstill provision.

On May 11, 2022, members of AVEO’s senior management team and business development team and members of LG Chem’s senior management team and business development team met in person and discussed the companies’ respective pipelines and AVEO’s commercial organization.

On May 13, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO were present. During the meeting, Mr. Bailey identified various potential counterparties with which AVEO could explore a potential strategic transaction, including LG Chem, Party D and Party E, and reviewed potential advantages and disadvantages of pursuing a strategic transaction with each such party.

On May 19, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and a representative of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) were present. During the meeting, the representatives of Moelis reviewed the bidding progression in select recent transactions and potential methods for bridging valuation gaps, including contingent value rights, and the representative of WilmerHale reviewed the fiduciary duties of the Transaction Committee in connection with its evaluation of any acquisition proposal that may be received by AVEO, including from Party D. Following discussion, it was the consensus of the Transaction Committee that AVEO’s management team should continue to encourage Party D to submit a written proposal that could be evaluated by the Transaction Committee.

On May 24, 2022, a member of senior management of Party D sent to a member of senior management of AVEO a revised draft of a nondisclosure agreement which, among other proposed changes, reduced the duration of the mutual standstill provision to ninety (90) days and included a ninety (90)-day exclusivity period during which AVEO would be prohibited from, among other activities, engaging in discussions or negotiations with third parties regarding alternative transactions.    

Also on May 24, 2022, Mr. Bailey met in person with the chief executive officer of Party D. At the meeting, Mr. Bailey and the chief executive officer of Party D discussed the benefits of a potential strategic transaction involving Party D and AVEO and Mr. Bailey encouraged the chief executive officer of Party D to execute the nondisclosure agreement in the form provided by AVEO on May 2, 2022.

On May 25, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO were present. During the meeting, a member of senior management of AVEO reviewed the changes to the revised nondisclosure agreement proposed by Party D. Following discussion, the Transaction Committee directed Mr. Bailey to advise the chief executive officer of Party D that AVEO would not enter into a nondisclosure agreement on the terms proposed by Party D or provide further financial information until Party D submitted a written proposal reflecting economic terms acceptable to the Transaction Committee, which message Mr. Bailey subsequently conveyed to the chief executive officer of Party D.

On May 26, 2022, a member of senior management of LG Chem contacted Mr. Bailey and expressed LG Chem’s interest in making a minority or other strategic investment in AVEO.

On May 27, 2022, AVEO and Party E entered into a nondisclosure agreement, which did not contain a standstill provision.

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On June 2, 2022, representatives of Party E were given access to a virtual data room containing confidential information of AVEO.

Also on June 2, 2022, representatives of senior management of AVEO and representatives of senior management of LG Chem met in person at AVEO’s offices in Boston, Massachusetts and discussed various potential commercial arrangements that could be entered into between the parties, as well as a potential strategic investment in AVEO by LG Chem. At the conclusion of the meeting, members of senior management of LG Chem indicated that LG Chem would follow up with a proposal for one or more transaction structures.

On June 3, 2022, the chief executive officer of Party D sent to Mr. Bailey by e-mail a non-binding written proposal for Party D to acquire AVEO for per share consideration for total implied consideration of $5.80 per share as of June 1, 2022, consisting of $4.35 in cash and 0.0310 shares of Party D common stock, which proposal Mr. Bailey sent to the Transaction Committee by e-mail. The proposal was subject to, among other things, completion of Party D’s due diligence and negotiation of a definitive agreement. The proposal also requested an exclusivity period of thirty (30) days, during which AVEO would be prohibited from, among other activities, engaging in discussions or negotiations with third parties regarding alternative transactions. The proposal stated the implied premium was 46% to the closing price of AVEO common stock on June 1, 2022 and an implied premium of 32% to the thirty (30)-day volume weighed average price of AVEO common stock as of June 1, 2022.

On June 5, 2022, Mr. Bailey and the chief executive officer of Party E met in person to discuss the potential benefits of a strategic transaction involving AVEO and Party E.

On June 6, 2022, the chief executive officer of Party E sent to Mr. Bailey by e-mail a non-binding written proposal for Party E to acquire AVEO for $6.00 to $6.50 per share of AVEO common stock in a mix of cash and Party E common stock, which proposal Mr. Bailey sent to the Transaction Committee by e-mail. The proposal did not specify the mix of cash and Party E common stock and was subject to, among other things, completion of Party E’s due diligence and negotiation of a definitive agreement. The proposal stated the implied premium was 49% to 62% to the closing price of AVEO common stock on June 6, 2022.

On June 7, 2022, the Board held a regular meeting by videoconference at which members of senior management of AVEO and representatives of Moelis were present for portions of the meeting. During the meeting, Mr. Bailey and the representatives of Moelis updated the Board on recent communications with potential counterparties, including Party D and Party E, and the representatives of Moelis reviewed the terms of Party D’s June 3 proposal and the terms of Party E’s June 6 proposal and provided certain preliminary financial information relating to AVEO taking into account a revised preliminary financial forecast provided by AVEO management. After discussion, the Board instructed Mr. Bailey to advise each of Party D and Party E that its proposal was inadequate, which message Mr. Bailey subsequently conveyed to each of Party D and Party E. Mr. Bailey also encouraged each of Party D and Party E to continue its due diligence review of AVEO with a view to submitting a proposal at a higher valuation.

During the remainder of June 2022 through early July 2022, each of LG Chem, Party D and Party E continued its due diligence review of AVEO.

During the period from June 2022 to September 2022, at the direction of the Transaction Committee, members of senior management of AVEO, directly or through representatives of Moelis, contacted 13 parties, in addition to LG Chem, Party D and Party E, to gauge their potential interest in pursuing a strategic transaction involving AVEO. These 13 parties included Party A and nine other parties that had been contacted by AVEO or Moelis during AVEO’s prior outreach efforts. Of these 13 parties, two parties entered into mutual nondisclosure agreements with AVEO, neither of which contained a standstill provision, and were given access to a virtual data room that contained confidential information of AVEO, and, along with Party C, received management presentations from AVEO. None of these 13 parties submitted to AVEO a proposal for a strategic transaction.

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On June 15, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO were present. Mr. Bailey reviewed recent communications with potential counterparties.

On June 16, 2022, representatives of AVEO and representatives of LG Chem met in person at an industry conference in San Diego, California and discussed whether AVEO would be willing to explore a strategic investment in AVEO by LG Chem.

On June 21, 2022, AVEO issued a press release announcing that the National Comprehensive Cancer Network elevated FOTIVDA to Category 1 status as a subsequent therapy for renal cell carcinoma patients who have received two or more prior therapies in the Kidney Cancer Treatment Guidelines released on June 17, 2022.

Also on June 21, 2022, the chief executive officer of Party D sent to Mr. Bailey by e-mail a non-binding written proposal for Party D to acquire AVEO for per share consideration of $5.09 in cash and 0.0334 shares of Party D common stock, with an implied value as of June 17, 2022 of $6.50 per share of AVEO common stock, which proposal Mr. Bailey sent to the Transaction Committee by e-mail. The proposal was subject to, among other things, completion of Party D’s due diligence and negotiation of a definitive agreement. The proposal also requested an exclusivity period of thirty (30) days, during which AVEO would be prohibited from, among other activities, engaging in discussions or negotiations with third parties regarding alternative transactions. The proposal stated the implied premium was 44% to the closing price of AVEO common stock on June 17, 2022 and 60% to the thirty (30)-day volume weighed average price of AVEO common stock as of June 17, 2022.

On June 22, 2022, Mr. Bailey provided an update via e-mail to the Transaction Committee on recent communications with potential counterparties, including LG Chem, Party D and Party E, and the terms of the June 21 proposal submitted by Party D. The Transaction Committee members instructed Mr. Bailey by e-mail to advise Party D that its June 21 proposal was inadequate and that it should submit its best and final proposal by July 8, 2022, which message Mr. Bailey subsequently conveyed to Party D by e-mail on June 24, 2022.

On June 30, 2022, members of senior management of AVEO and members of senior management of LG Chem met in person in Boston, Massachusetts and discussed a potential strategic investment by LG Chem in AVEO, as well as potential commercial arrangements between the parties.

On July 6, 2022, Mr. Bailey and other members of senior management of AVEO met in person in Boston, Massachusetts with members of senior management of LG Chem. At the meeting, the members of senior management of LG Chem expressed LG Chem’s interest in pursuing a potential strategic investment in or other strategic transaction involving AVEO and Mr. Bailey encouraged the members of senior management of LG Chem to submit a written proposal regarding such investment or other transaction by July 8, 2022.

On July 8, 2022, the chief executive officer of Party D sent to Mr. Bailey by e-mail a non-binding written proposal for Party D to acquire AVEO for upfront consideration of $6.61 in cash and 0.0303 shares of Party D common stock per share of AVEO common stock and potential contingent cash payments of up to $5.56 per share of AVEO common stock, which contingent cash payments would be payable upon the achievement of specified milestones. Mr. Bailey sent the proposal to the Transaction Committee by e-mail. The proposal was subject to, among other things, completion of Party D’s due diligence and negotiation of a definitive agreement. The proposal also requested an exclusivity period of two weeks, during which AVEO would be prohibited from, among other activities, engaging in discussions or negotiations with third parties regarding alternative transactions. The proposal indicated that the upfront portion of the consideration had an implied value of $8.00 per share based on the closing price of Party D’s common stock on July 7, 2022 and represented an implied premium of 101% to the closing price of AVEO common stock on June 1, 2022 and an implied premium of 54% to the thirty (30)-day volume weighed average price of AVEO common stock as of July 7, 2022. The proposal indicated that it would expire on July 12, 2022, which date the chief executive officer of Party D confirmed by e-mail would be extended to July 15, 2022.

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Also on July 8, 2022, a member of senior management of LG Chem submitted to Mr. Bailey a non-binding expression of interest of LG Chem to acquire AVEO, subject to, among other things, agreement on economic terms, negotiation of a definitive agreement and satisfactory completion of due diligence. The expression of interest indicated that LG Chem would provide a more detailed proposal by the end of August 2022. Mr. Bailey sent the expression of interest to the Transaction Committee by e-mail.

On July 11, 2022, representatives of Moelis spoke to representatives of Party E’s financial advisor by telephone and requested Party E’s best and final proposal by the end of August 2022. Thereafter, Party E continued with due diligence activities until August 26, 2022, when a representative of Party E’s financial advisor advised representatives of Moelis that Party E would not provide a revised proposal, which was subsequently confirmed by the chief executive officer of Party E during a phone call with Mr. Bailey on August 29, 2022. On August 26, 2022, the access of representatives of Party E to AVEO’s virtual data room was terminated.

On July 12, 2022, a representative of Bank of America, LG Chem’s financial advisor, contacted Mr. Bailey regarding due diligence matters and Mr. Bailey directed the representative of Bank of America to contact Moelis.

On July 13, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and a representative of WilmerHale were present. During the meeting, a representative of Moelis reviewed the terms of Party D’s July 8 proposal and the status of discussions with each of the counterparties that had been contacted by management of AVEO or representatives of Moelis. After discussion, the Transaction Committee instructed Mr. Bailey to advise Party D that Party D’s July 8 proposal was inadequate and instructed Moelis to grant LG Chem access to a virtual data room containing confidential information of AVEO to facilitate LG Chem’s due diligence review of AVEO.

Also on July 13, 2022, representatives of Moelis and representatives of Bank of America discussed LG Chem’s access to diligence information and discussed the potential process timeline. Later on July 18, 2022, access to AVEO’s virtual data room was provided to representatives of LG Chem.

On July 15, 2022, Mr. Bailey spoke with the chief executive officer of Party D and advised the chief executive officer of Party D that Party D’s July 8 proposal was inadequate and asked if Party D’s July 8 proposal was, in fact, Party D’s best and final proposal. The chief executive officer of Party D confirmed that Party D’s July 8 proposal was Party D’s best and final proposal. On July 18, 2022, the access of Party D’s representatives to AVEO’s virtual data room was terminated.

From mid-July 2022 through mid-August 2022, representatives of LG Chem engaged in functional due diligence meetings with representatives of AVEO, including with respect to financial, regulatory, legal, commercial, clinical and intellectual property matters.

On August 11, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO and representatives of Moelis were present. During the meeting, the representatives of Moelis updated the Transaction Committee on recent communications with potential counterparties, including LG Chem, Party D and Party E, and the status of due diligence activities of potential counterparties.

On August 18, 2022, a member of senior management of LG Chem submitted to Mr. Bailey by e-mail a non-binding written proposal for LG Chem to acquire AVEO for $12.00 in cash per share of AVEO common stock. Mr. Bailey sent the proposal to the Transaction Committee by e-mail. The proposal was subject to, among other things, completion of LG Chem’s due diligence and negotiation of a definitive agreement. The proposal also requested an exclusivity period of six (6) weeks, during which AVEO would be prohibited from, among other activities, engaging in discussions or negotiations with third parties regarding alternative transactions, and attached a proposed exclusivity agreement. The proposal stated the premium was 55% to the closing price of AVEO common stock on August 17, 2022, 50% to the 52-week high of AVEO common stock on August 8, 2022, 62% to the thirty (30)-day volume weighted average price of AVEO common stock as of August 17, 2022

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and 103% to the ninety (90)-day volume weighted average price of AVEO common stock as of August 17, 2022. The proposal also indicated that consummation of a transaction would be subject to CFIUS approval.

On August 19, 2022, the Board held a special meeting by videoconference at which members of senior management of AVEO and representatives of Moelis were present. During the meeting, the representatives of Moelis provided an overview of the key developments since the spring of 2022, reviewed the terms of LG Chem’s August 18 proposal and updated the Board on recent communications with other potential counterparties. The Board, senior management and Moelis discussed potential responses by AVEO to the LG Chem offer.

On August 22, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO and representatives of Moelis were present. During the meeting, the representatives of Moelis updated the Transaction Committee on recent communications with potential counterparties and the Transaction Committee discussed a potential response to LG Chem’s August 18 proposal and request for exclusivity. After discussion, the Transaction Committee directed Mr. Bailey to send a message by e-mail to a member of senior management of LG Chem indicating that the Board was taking seriously LG Chem’s proposal and offering to work with LG Chem over the coming weeks to help LG Chem improve its proposal by doing additional diligence on the potential patent issuance to AVEO that could provide patent protection for claimed methods of use of FOTIVDA into 2039 and better understanding the incremental value of AVEO’s TiNivo-2 and pipeline opportunities, which message was transmitted by Mr. Bailey to a member of senior management of LG Chem following the Transaction Committee meeting on August 22, 2022.

On August 26, 2022, at the request of a member of senior management of LG Chem, Mr. Bailey and the member of senior management of LG Chem spoke by telephone. During the conversation, Mr. Bailey conveyed AVEO’s willingness to work with LG Chem to help LG Chem improve its proposal and the member of senior management of LG Chem requested that AVEO enter into a six-week exclusivity period with LG Chem. Mr. Bailey indicated that he believed the Transaction Committee would authorize AVEO to enter into an exclusivity period starting on September 5, 2022 and ending on October 7, 2022 if LG Chem would commit to submitting a revised proposal by the end of the exclusivity period.    

On August 30, 2022, a member of senior management of AVEO sent a revised draft of an exclusivity agreement to Latham & Watkins LLP, LG Chem’s legal advisor (“Latham”).

On September 1, 2022, the chief executive officer of Party A and Mr. Bailey spoke by telephone and discussed Mr. Bailey whether Party A or AVEO might be interested in pursuing a potential strategic transaction between Party A and AVEO. The parties determined they were not interested in pursuing such a strategic transaction at that time.

Also on September 1, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and a representative of WilmerHale were present. During the meeting, representatives of Moelis updated the Transaction Committee on recent communications with potential counterparties, indicating that all potential counterparties, except for LG Chem, had expressly declined to pursue a strategic transaction involving AVEO on terms acceptable to the Transaction Committee or had been unwilling to engage in discussions with AVEO regarding a potential strategic transaction. The representative of WilmerHale then reviewed the terms of the proposed exclusivity agreement to be entered into between AVEO and LG Chem. Following discussion, the Transaction Committee authorized AVEO to enter into the exclusivity agreement on substantially the terms described to the Transaction Committee at the meeting.

On September 7, 2022, representatives of Bank of America transmitted to representatives of Moelis a revised draft of the exclusivity agreement to be entered into between AVEO and LG Chem.

Later on September 7, 2022, representatives of the financial advisor to a company referred to herein as “Party F” contacted, on an unsolicited basis, Messrs. Bailey and Lucera to request a telephone call. During the telephone

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call, the representatives of Party F’s financial advisor indicated that Party F would be submitting a proposal for Party F to acquire AVEO for $15.00 in cash per share of AVEO common stock. Mr. Bailey received the proposal and sent a copy of the proposal to the Transaction Committee later on September 7, 2022. The proposal was subject to, among other things, completion of Party F’s due diligence and negotiation of a definitive agreement. The proposal also requested an exclusivity period of eight weeks, during which AVEO would be prohibited from, among other activities, engaging in discussions or negotiations with third parties regarding alternative transactions. The proposal stated the premium was approximately 107% and 129%, as compared to the average closing price of AVEO common stock over the most recent sixty (60) and ninety (90) trading days, respectively, preceding the date of the proposal. The proposal also indicated that consummation of a transaction would be subject to CFIUS approval.

On September 8, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and a representative of WilmerHale were present. During the meeting, representatives of Moelis reviewed the terms of Party F’s September 7 proposal and the representative of WilmerHale reviewed the fiduciary duties of the Transaction Committee in connection with the Transaction Committee’s evaluation of the proposals from LG Chem and Party F and their respective requests for exclusivity. Following the discussion, the Transaction Committee instructed Mr. Bailey and the representatives of Moelis to inform each party that AVEO was not in a position to enter into exclusivity at that time but that AVEO would facilitate such party’s due diligence review of AVEO (subject in the case of Party F to execution of a nondisclosure agreement) and submission of a best and final proposal by October 7, 2022, which message was subsequently conveyed by Mr. Bailey to a member of senior management of LG Chem and by representatives of Moelis to representatives of Party F’s financial advisor.                

On September 12, 2022, Party F and AVEO entered in a mutual nondisclosure agreement that contained a Twelve (12)-month standstill provision for the benefit of AVEO that would cease to restrict Party F if, among other things, AVEO entered into a definitive agreement to be acquired by a third party. Later on September 12, 2022, representatives of Party F were given access to a virtual data room containing confidential information of AVEO and, during the period from September 12, 2022, through October 16, 2022, Party F engaged in activities related to its due diligence review of AVEO.

On September 14, 2022, the Board held a regular meeting at which representatives of senior management of AVEO and representatives of Moelis were present for a portion of the meeting. During the meeting, Mr. Bailey and Mr. Lucera reviewed a revised preliminary financial forecast. After discussion, the Board directed management to refine the assumptions underlying the preliminary financial forecast and prepare a further revised financial forecast.. The revised forecasts prepared in response to the Board’s direction were presented to the Board on October 17, 2022 and are described in the section of this proxy statement entitled “The Merger—Recommendations of the Transaction Committee and Board and Reasons for the Merger” beginning on page 47 of this proxy statement.

On September 16, 2022, representatives of Bank of America sent to representatives of Moelis by e-mail a draft merger agreement on behalf of LG Chem, which Moelis provided to WilmerHale and AVEO’s management team.

From September 19, 2022 through September 20, 2022, Mr. Bailey and other members of senior management of AVEO and members of senior management of LG Chem met in person in Seoul, South Korea for management presentations and functional due diligence sessions, including with respect to financial, regulatory, legal, commercial, clinical and intellectual property matters. On September 22, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO and representatives of Moelis were present. During the meeting, Mr. Bailey provided an overview of the members of senior management’s visit to Seoul, South Korea to visit with representatives from LG Chem.

On September 22, 2022, at the direction of AVEO’s management team, a representative of WilmerHale sent a revised draft of a merger agreement to representatives of Latham for review by LG Chem and its advisors.

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On September 26, 2022, at the direction of the Transaction Committee, a representative of Moelis sent to representatives of Party F’s financial advisor a draft merger agreement, which had been prepared by WilmerHale and was substantially similar to the September 22 draft merger agreement provided by WilmerHale to Latham.

From September 26, 2022 through September 28, 2022, members of senior management of AVEO, representatives of Moelis and representatives of WilmerHale and members of senior management of LG Chem, representatives of Bank of America and representatives of Latham met in person at the offices of WilmerHale in Boston, Massachusetts to discuss the draft merger agreement provided by WilmerHale to Latham on September 22, 2022 and to conduct functional due diligence sessions, including with respect to financial, regulatory, legal, commercial, clinical, employment and benefits and intellectual property matters. During the intellectual property due diligence session, a member of senior management of AVEO informed members of senior management of LG Chem that AVEO was optimistic that the U.S. Patent and Trademark Office would publish in the coming weeks a notice of allowance indicating that the U.S. Patent and Trademark Office was allowing U.S. Patent Application No. 17/720,619, titled “Use of Tivozanib to Treat Subjects with Refractory Cancer” (the “Application”) and noted to such members of senior management of LG Chem that the issuance of the use patent (referred to as the “Use Patent”) could, subject to various risks and uncertainties, provide patent protection for claimed methods of use of FOTIVDA into 2039. During the meetings, Mr. Bailey advised a member of senior management of LG Chem that LG Chem should put its best foot forward for its anticipated revised offer expected on or around October 7, 2022.

On September 28, 2022, Mr. Bailey met in person with a member of the senior management of Party F, with representatives of Party F’s financial advisor and representatives of Moelis present, to discuss Party F’s interest in pursuing an acquisition of AVEO.

On September 29, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO and representatives of Moelis were present. During the meeting, Mr. Bailey provided an overview of the in-person diligence sessions that took place with members of senior management of AVEO, representatives of Moelis and representatives of WilmerHale and members of senior management of LG Chem, representatives of Bank of America and representatives of Latham. Mr. Bailey indicated that he had advised a senior member of LG’s management team that LG Chem should put its best foot forward for its anticipated revised offer expected on or around October 7, 2022.

On October 7, 2022, representatives of Moelis spoke by telephone with representatives of Party F’s financial advisor. During the conversation, the representatives of Party F’s financial advisor indicated that Party F was working on completing due diligence and that Party F expected to submit to AVEO a revised acquisition proposal by October 14, 2022.

On October 8, 2022, a member of senior management of LG Chem sent to Mr. Bailey by e-mail a non-binding written proposal, dated October 7, 2022, for LG Chem to acquire AVEO for $14.70 in cash per share of AVEO common stock. Mr. Bailey sent the proposal to the Transaction Committee by e-mail. The proposal was subject to, among other things, completion of LG Chem’s due diligence and negotiation of a definitive agreement. The proposal also requested an exclusivity period of three (3) weeks, during which AVEO would be prohibited from, among other activities, engaging in discussions or negotiations with third parties regarding alternative transactions. The proposal stated the premium was 68% to the closing price of AVEO common stock on October 6, 2022, 61% to the 52-week high of AVEO common stock on October 5, 2022, 78% to the one (1)-month volume weighted average price of AVEO common stock as of October 6, 2022 and 100% to the three (3)-month volume weighted average price of AVEO common stock as of October 6, 2022. The proposal also indicated that consummation of a transaction would be subject to CFIUS approval and that LG Chem would submit a revised draft of a merger agreement by October 11, 2022.

Later on October 8, 2022, the Transaction Committee held a meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and a representative of WilmerHale were present.

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During the meeting, representatives of Moelis updated the Transaction Committee on recent communications with each of LG Chem and Party F and reviewed the terms of LG Chem’s October 8 proposal and the representative of WilmerHale reviewed the fiduciary duties of the Transaction Committee in connection with the Transaction Committee’s evaluation of the proposal. The Transaction Committee then discussed various regulatory considerations associated with the proposals received to date from LG Chem and Party F, as well as the forthcoming issuance of a notice of allowance by the U.S. Patent and Trademark Office in respect of the Application, noting that the issuance of the Use Patent could, subject to various risks and uncertainties, provide patent protection for claimed methods of use of FOTIVDA into 2039. After discussion, the Transaction Committee instructed Mr. Bailey and the representatives of Moelis to inform each of LG Chem and Party F of the anticipated notice of allowance, which message was conveyed by Mr. Bailey to LG Chem and by representatives of Moelis to representatives of Party F’s financial advisor. The Transaction Committee also instructed Moelis to inform Party C of the forthcoming notice of allowance because Party C had indicated that it declined to pursue a strategic transaction involving AVEO because of the expiration of certain patent rights related to FOTIVDA in 2028.

On October 11, 2022, a representative of Latham sent to representatives of WilmerHale a revised draft of a merger agreement on behalf of LG Chem.

On October 12, 2022, AVEO issued a press release announcing that the United States Patent and Trademark Office published that it would allow the Application.

On October 13, 2022, representatives of Party F’s financial advisor and representatives of Moelis spoke by telephone. During the conversation, the representatives of Party F indicated orally that, subject to approval by Party F’s investment committee on October 16, 2022, Party F would submit a proposal to acquire AVEO for $15.00 in cash per share of AVEO common stock.

Also on October 13, 2022, a representative of Party C advised a representative of Moelis by phone that Party C was not interested in pursuing a strategic transaction involving AVEO despite the notice of allowance that the United States Patent and Trademark Office published on October 12, 2022.

Also on October 13, 2022, representatives of WilmerHale and representatives of Latham spoke by telephone. During the call, in anticipation of a special meeting of the Board scheduled for October 14, 2022, representatives of WilmerHale asked for and were provided by Latham context and perspective regarding various positions reflected in the draft merger agreement received by WilmerHale from Latham on October 11, 2022.

On October 14, 2022, the Board held a special meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and representatives of WilmerHale were present. During the meeting, the representatives of Moelis updated the Board on recent communications with potential counterparties, including LG Chem and Party F, and reviewed the terms of the proposals received to date from LG Chem and Party F. A representative of WilmerHale then reviewed the material terms reflected in and issues raised by the draft merger agreement received from Latham on October 11, 2022. After discussion, the Board instructed Mr. Bailey to request from LG Chem its best and final proposal, which Mr. Bailey requested from a member of senior management of LG Chem following the Board meeting on October 14, 2022. The Board also instructed WilmerHale to continue negotiating a definitive agreement with Latham and instructed members of senior management of AVEO and representatives of Moelis to continue efforts to facilitate the potential submission of a revised proposal by Party F.

Later on October 14, 2022, at the direction of AVEO’s management team, a representative of WilmerHale sent to representatives of Latham a revised draft of a merger agreement. From October 14 to October 17, 2022, representatives of Latham and representatives of WilmerHale negotiated the terms of the Merger Agreement at the direction of their respective clients, including the provisions relating to (i) the allocation of the risks associated with regulatory approvals, (ii) restrictions on AVEO’s operations between signing and closing,

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(iii) the ability of the Board to respond to unsolicited acquisition proposals, change its recommendation and accept a superior proposal, (iv) the amount and triggers for AVEO’s termination fee, (v) the conditions to the Merger, including whether the consummation of the Merger would be conditioned on CFIUS approval, (vi) the definition of “Material Adverse Effect” (as defined below) and (vii) the scope of AVEO’s representations and warranties.

On October 16, 2022, a member of senior management of LG Chem called Mr. Bailey and indicated orally that LG Chem was revising its proposal to $15.00 per share in cash and that such revised proposal was LG Chem’s best and final proposal.

Later on October 16, 2022, the Board held a special meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and a representative of WilmerHale were present. During the meeting, Mr. Bailey updated the Board on the recent developments and communications with potential counterparties, including LG Chem and Party F, and informed the Board of LG Chem’s best and final proposal of $15.00 per share in cash and representatives of Moelis reported on their conversations with representatives of Party F’s financial advisor. The Board also discussed anticipated regulatory risks associated with a potential transaction with Party F and the fact that Party F had not yet submitted a written proposal or markup of the merger agreement and had additional due diligence requirements, the potential benefits of the Use Patent to AVEO’s business and the risks and uncertainties associated with the Use Patent, including the risk that the enforceability of the Use Patent could be successfully challenged by competitors. Following discussion and after taking these factors into account, the Board directed the members of senior management of AVEO, the representatives of Moelis and the representative of WilmerHale to work toward the execution of a definitive merger agreement with LG Chem on the basis of its proposal to acquire AVEO for $15.00 in cash per share of AVEO common stock as expeditiously as possible.

Later on October 16, 2022, representatives of Party F’s financial advisor spoke to representatives of Moelis by telephone and indicated that Party F was withdrawing its October 13 oral proposal because Party F’s investment committee had decided to pursue other priorities.

On the morning of October 17, 2022, the Board held a special meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and representatives of WilmerHale were present. At the meeting, Mr. Lucera reviewed revised financial forecasts, which management had prepared at the direction of the Board on September 14, 2022. The forecasts consisted of an “Upside Case” and a “Base Case.” Mr. Lucera described the material assumptions underlying each of the Upside Case and the Base Case. Following discussion, the Board instructed Moelis to use the Base Case in preparing its financial analysis with respect to the Merger Consideration because the Board determined that the Base Case was better reflective of the likely future financial performance of AVEO. Neither the Upside Case nor the Base Case was provided to LG Chem or any other potential counterparty. For a summary of each of the Upside Case and the Base Case, and a description of the material assumptions underlying each of the Upside Case and the Base Case, see “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 62 of this proxy statement. A representative of Moelis then described the recent communications with each of LG Chem and Party F, noting that Party F had withdrawn its October 13 oral proposal. The representatives of WilmerHale then reviewed the fiduciary duties of the Board in connection with its evaluation of a sale of AVEO to LG Chem and reviewed the terms of the Merger Agreement.

During the remainder of the day on October 17, 2022, representatives of Latham and representatives of WilmerHale finalized the Merger Agreement and related documents.    

Later on October 17, 2022, the Board held a second special meeting by videoconference at which members of senior management of AVEO, representatives of Moelis and representatives of WilmerHale were present. After brief introductory remarks by Mr. Bailey, the representatives of WilmerHale reviewed with the Board the changes to the terms of the Merger Agreement from the prior drafts that had been presented to the Board at the Board meeting earlier that day. The representatives of Moelis then reviewed with the Board Moelis’ financial

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analysis of the Merger Consideration and answered questions from the Board regarding its analysis. At the request of the Board, Moelis then rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 17, 2022, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations on the review undertaken as set forth in the opinion, the Merger Consideration to be paid to the holders of shares of AVEO common stock (other than LG Chem and its affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a summary of Moelis’ opinion, see “The Merger—Opinion of Moelis & Company LLC” beginning on page 54 of this proxy statement. The Transaction Committee and the Board then discussed various factors weighing in favor of approving the Merger, as well as various other factors and countervailing risks and uncertainties, as summarized below in “The Merger—Recommendations of the Board and Reasons for the Merger” beginning on page 47 of this proxy statement. At the conclusion of these discussions, the Transaction Committee unanimously recommended that the Board (i) determine that the Merger Agreement and the transactions contemplated thereby are fair to and in the best interests of AVEO stockholders, (ii) approve, adopt and declare advisable the Merger Agreement and the transactions contemplated thereby, (iii) recommend the adoption of the Merger Agreement by AVEO stockholders and (iv) direct that the adoption of the Merger Agreement be submitted to a vote of AVEO stockholders. Thereafter, the Board unanimously resolved as so recommended by the Transaction Committee.

Early on October 18, 2022, AVEO, LG Chem and Merger Sub executed and delivered the Merger Agreement. Later on October 18, 2022 and prior to the open of trading on Nasdaq, AVEO and LG Chem issued a joint press release announcing the execution of the Merger Agreement.

Recommendations of the Transaction Committee and the Board and Reasons for the Merger

Recommendations of the Transaction Committee and the Board

The Transaction Committee has unanimously recommended that the Board (i) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approve, adopt and declare advisable the Merger Agreement and the transactions contemplated thereby, (iii) recommend the adoption of the Merger Agreement by the stockholders of the Company and (iv) direct that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders at the Special Meeting.

The Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, (iii) resolved to recommend the adoption of the Merger Agreement by the stockholders of the Company and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders at the Special Meeting.

The Board unanimously recommends that AVEO stockholders vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

Reasons for the Merger

In evaluating the Merger Agreement and the transactions contemplated thereby, each of the Transaction Committee and the Board consulted with members of AVEO’s senior management, representatives of AVEO’s legal advisor, WilmerHale, and representatives of AVEO’s financial advisor, Moelis.

Transaction Committee

In the course of reaching its determination and recommendation to the Board, the Transaction Committee reviewed, evaluated and considered a significant amount of information and numerous factors and benefits,

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including those listed below (which are not listed in any relative order of importance), all of which it viewed as supporting its recommendation that the Board (i) determine that the Merger Agreement and the transactions contemplated thereby are fair to and in the best interests of the Company’s stockholders, (ii) approve, adopt and declare advisable the Merger Agreement and the transactions contemplated thereby, (iii) recommend the adoption of the Merger Agreement by the stockholders of the Company and (iv) direct that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders:

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The Transaction Committee, in consultation with members of AVEO’s senior management, also assessed AVEO’s prospects for substantially increasing stockholder value as a standalone company in excess of the Merger Consideration, given the risks and uncertainties in AVEO’s business, including, but not limited to, the following (which are not listed in any relative order of importance) and those discussed in AVEO’s public filings with the SEC (see “Where You Can Find More Information” beginning on page 115 of this proxy statement):

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In the course of its deliberations, the Transaction Committee, in consultation with members of AVEO’s senior management and representatives of AVEO’s outside financial and legal advisors, also considered a variety of uncertainties, risks and other potentially negative factors concerning the Merger Agreement and the transactions contemplated by the Merger Agreement, including, but not limited to, the following (which are not listed in any relative order of importance):

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After considering all of the factors discussed above, the Transaction Committee concluded that the potential benefits of the Merger substantially outweighed the risks or potential negative consequences of the Merger.

Board

The Board considered and relied upon the analyses and recommendation of the Transaction Committee in arriving at its determinations and recommendation to the Company’s stockholders. In considering the Transaction Committee’s analyses and recommendation, the Board discussed the Transaction Committee’s recommendation with the members of the Transaction Committee and the financial and legal advisors of the Company. The following are some of the significant factors that supported the Board’s determination and recommendation:

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The Board also considered a number of potentially negative factors in its deliberations concerning the Offer and the Merger, including the same potentially negative factors considered by the Transaction Committee that are listed in the Section entitled “The Merger—Reasons for the Merger—Transaction Committee” Beginning on page 47 of this proxy statement.

The foregoing discussion of the information and factors considered by the Transaction Committee and the Board, respectively, is intended to be illustrative and not exhaustive, but includes material reasons and factors considered by the Transaction Committee and the Board, respectively, in reaching its conclusions and recommendation in relation to the Merger, the Merger Agreement and the transactions proposed thereby. In light of the variety of reasons and factors considered and the complexity of these matters, neither the Transaction Committee nor the Board found it practicable to, and neither did, quantify or otherwise assign relative weights to the specific reasons or factors considered in reaching their respective determinations and recommendations. Each of the Transaction Committee and the Board based its recommendations on the totality of the information presented, including thorough discussions with, and questioning of, members of AVEO’s senior management and representatives of AVEO’s outside financial advisor and legal counsel. Individual directors may have given differing weights to different factors or may have had different reasons for their ultimate determination. In addition, neither the Transaction Committee nor the Board reached any specific conclusion with respect to any of the factors or reasons considered. Instead, each of the Transaction Committee and the Board conducted an overall analysis of the factors and reasons described above and determined in its business judgment that, in the aggregate, the potential benefits of the Merger to the stockholders of AVEO outweighed the risks or potential negative consequences. It should be noted that this explanation of the reasoning of the Transaction Committee and the Board, respectively, and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this proxy statement.

Opinion of Moelis & Company LLC

At the meeting of the Board on October 17, 2022 to evaluate and consider approval of the Merger Agreement and the Merger, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated

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October 17, 2022, addressed to the Board (solely in its capacity as such) to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken as set forth in the opinion, the Merger Consideration to be received by holders of AVEO common stock (other than the Excluded Holders) in the Merger was fair, from a financial point of view, to such holders.

The full text of Moelis’ written opinion dated October 17, 2022, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Board (solely in its capacity as such) in its evaluation of the Merger. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of AVEO common stock (other than the Excluded Holders) in the Merger, and does not address AVEO’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to AVEO. Moelis’ opinion does not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter. Moelis’ opinion was approved by a Moelis & Company LLC fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

In connection with its analysis and opinion, Moelis, at the direction of the Board, relied on the information supplied to, discussed with or reviewed by Moelis for purposes of its opinion being complete and accurate in all material respects. Moelis did not independently verify any such information (or assume any responsibility for the independent verification of any of such information). With the consent of the Board, Moelis also relied on the representation of AVEO’s management that they were not aware of any facts or circumstances that would make

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any such information inaccurate or misleading. With the consent of the Board, Moelis relied upon, without independent verification, the assessment of AVEO and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts referred to above, at the direction of the Board, Moelis utilized the Base Case for purposes of its opinion, and, Moelis assumed, at the direction of the Board, that the Base Case was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of AVEO as to the future performance of AVEO. In addition, Moelis relied, with the consent of the Board, on the assessments of the management of AVEO as to the existing products and services of AVEO and the validity of, and risks associated with, the future intellectual property, products and services of AVEO and the marketability, commercial viability, regulatory approval and market adoption of AVEO’s current and future products or services. Moelis assumed, with the consent of the Board, that there will be no developments with respect to any of the foregoing that would affect its analyses or opinion. Moelis expressed no views as to the reasonableness of any financial forecasts or the assumptions on which they are based. In addition, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of AVEO, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion did not address AVEO’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to AVEO and did not address any legal, regulatory, tax or accounting matters. Moelis was not asked to, and did not, offer any opinion as to any terms of the Merger Agreement or any aspect or implication of the Merger, except for the fairness of the Merger Consideration from a financial point of view to the holders of AVEO common stock (other than Excluded Holders). Moelis did not express any opinion as to fair value, viability or the solvency of AVEO or LG Chem following the closing of the Merger. In rendering its opinion, Moelis assumed, with the consent of the Board, that the final executed form of the Merger Agreement would not differ in any material respect from the draft that Moelis reviewed, that the Merger would be consummated in accordance with its terms without any waiver or modification that could be material to Moelis’ analysis, that the representations and warranties of each party set forth in the Merger Agreement were accurate and correct, and that the parties to the Merger Agreement would comply with all the material terms of the Merger Agreement. Moelis assumed, with the consent of the Board, that all governmental, regulatory or other consents or approvals necessary for the completion of the Merger would be obtained, except to the extent that could not be material to its analysis.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, October 17, 2022 and Moelis assumed no responsibility to update its opinion for developments after that date. Moelis noted that the credit, financial and stock markets have been experiencing unusual volatility and expressed no opinion as to any potential effects of such volatility on AVEO, LG Chem or the Merger.

Moelis’ opinion did not address the fairness of the Merger or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of AVEO, other than the fairness of the Merger Consideration from a financial point of view to the holders of AVEO common stock (other than the Excluded Holders). In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any of the officers, directors or employees of any parties to the Merger, or any class of such persons, whether relative to the Merger Consideration or otherwise. Moelis’ opinion was approved by a Moelis & Company LLC fairness opinion committee.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Moelis to the Board at their meeting held on October 17, 2022, in connection with delivery of its opinion. This summary describes the material analysis underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

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Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

For purposes of Moelis’ analysis:

Discounted Cash Flow Analysis – Base Case

Utilizing the Base Case, Moelis performed a discounted cash flow (“DCF”) analysis of AVEO to calculate the present value of the estimated future unlevered free cash flows projected by management of AVEO to be generated by AVEO for the calendar years ending December 31, 2023 through December 31, 2038 and the present value of the estimated terminal value of AVEO as of December 31, 2022.

Moelis calculated AVEO’s pro forma unlevered free cash flow as EBIT, less cash taxes, plus depreciation and amortization, less capital expenditures, less increases in net working capital and plus decreases in net working capital, each as set forth under “The Merger—Certain Unaudited Prospective Financial Information” on page 62).

Moelis utilized a range of discount rates of 13.00% to 17.00% based on an estimated range of weighted average cost of capital (“WACC”) for AVEO. The WACC range reflected a derived cost of equity using (i) a risk-free rate based on twenty (20)-year U.S. government bonds, (ii) an equity risk premium, (iii) a size premium and (iv) a selected range of unlevered betas and debt to total capitalization ratios informed by the Selected Companies (as defined below). Moelis used the foregoing range of discount rates to calculate estimated present values as of December 31, 2022 of (i) estimated after-tax unlevered free cash flows of AVEO for the calendar years ending December 31, 2023 through December 31, 2038 (in each case, discounted using a mid-year discounting convention) and (ii) estimated terminal values derived by applying a range of perpetuity growth rates of negative 75.0% to negative 25.0%, reflecting future decline in revenue and negative free cash flow post-patent expiry, as projected by AVEO management, and taking into account AVEO management’s view related to replicability of molecule, competition, size of market opportunity and availability of an authorized generic.

In calculating the implied equity value of AVEO, Moelis separately valued, as of December 31, 2022, AVEO’s (i) U.S. federal and state net operating losses (“NOLs”) and (ii) U.S. federal R&D tax credits, in each case, using estimates of tax cash savings provided by AVEO and taking into account a U.S. federal corporate tax rate of 21% and an assumed state tax rate of 5%, in each case as provided by AVEO management.

For purposes of its analysis, Moelis took into account the dilutive impact of a projected $75 million equity financing in 2023 at a 20% discount to current market prices and warrant coverage and costs of financing based on assumptions provided by AVEO management.

The DCF analysis yielded an implied range of share prices for AVEO common stock of $12.47 to $15.39, which Moelis compared to the Merger Consideration.

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Selected Publicly Traded Companies Analysis

Moelis performed a selected publicly traded companies analysis of AVEO. Financial data for the selected publicly traded companies was based on public filings and other publicly available information available as of October 14, 2022. In performing its analysis, Moelis reviewed and analyzed certain financial information and stock market trading information of the selected publicly traded companies listed below (the “Selected Companies”). Moelis chose the Selected Companies because they are oncology companies with TEV of up to $1 billion that have small molecule or antibody-based pipelines. The Selected Companies also have lead programs that are either marketed (and early in launch cycle) or in late-stage clinical development, and the Selected Companies have similar total revenue opportunities across their marketed and development-stage portfolios.

In performing its analysis, Moelis reviewed and analyzed, among other things, market capitalization as of October 14, 2022, closing price as of October 14, 2022 as a percentage of 52-week-high trading price, total cash, TEV as a multiple of risk-adjusted net revenue for calendar year 2026 (“2026E Adjusted Net Revenue”) and risk-adjusted net revenue for calendar year 2027 (“2027E Adjusted Net Revenue”). Financial data for the Selected Companies were based on publicly available median consensus research estimates and public filings. In the case of estimated Adjusted Net Revenue for AVEO, Moelis reviewed both the median consensus research analyst estimates and the Base Case. The Selected Companies used in this analysis and their implied trading values to estimated Adjusted Net Revenue for calendar years 2026 and 2027 are summarized in the following table:

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For purposes of selecting its reference ranges for this analysis, Moelis utilized (i) the median trading multiples for the Selected Companies (given the wide range of trading multiples observed for the Selected Companies) and (ii) AVEO’s current trading multiples. Moelis noted that AVEO was trading at a 52-week high, while the rest of the Selected Companies had recently traded lower over that same period, which informed Moelis’ approach. Moelis did not utilize Deciphera’s trading multiples in its range because Deciphera’s portfolio has meaningful additional mid-stage clinical assets, as compared to the Selected Companies and AVEO, that are expected to drive diversification and long-term revenue beyond 2026, and these risk-adjusted revenues were not yet fully captured in Street consensus estimates for 2026 or 2027 revenues. Similarly, Moelis did not utilize Karyopharm’s trading multiples in its range because Karyopharm has significant mid-stage and late-stage clinical programs (including follow-on indications for its lead product), as compared to the Selected Companies and AVEO, that are expected to expand the long-term revenue base that are not yet fully captured in Street consensus estimates for 2026 or 2027 revenues.

In light of the foregoing review and based on its professional judgment and experience, Moelis selected reference ranges of (i) 0.7x to 1.1x for 2026E and (ii) 0.5x to 0.9x for 2027E. Moelis applied these ranges to the 2026E and 2027E Adjusted Net Revenue of AVEO included in the Base Case.

The Selected Publicly Traded Companies analysis yielded an implied range of share prices for AVEO common stock based on the selected multiple ranges described above of $8.59 to $12.60 based on 2026E Adjusted Net Revenue, and $7.57 to $12.42 based on 2027E Adjusted Net Revenue, which Moelis compared to the Merger Consideration.

precedent transaction as a multiple of the relevant acquired company’s peak risk-adjusted net revenue (“TEV/Peak Sales”). The information noted by Moelis with respect to the selected precedent transactions is summarized below:

Moelis noted that if a range of selected multiples of 0.8x to 1.0x were to be applied to the Base Case estimated peak sales for AVEO the resulting range of implied price per share of AVEO common stock would be $10.88 to $13.97 per share. For reference only, Moelis compared this implied range of share prices to the Merger Consideration. Moelis did not rely on the precedent transaction analysis because it determined that none of the selected precedent transactions were relevant or directly comparable to the Merger due to the unique portfolio composition of AVEO and lack of close comparability based on a variety of factors including (i) a limited number of transactions of comparable stage and target indication, with targets involved in select precedent transactions at time of transaction carrying significant clinical risk in the lead program, (ii) AVEO management’s uncertainty as to whether AVEO’s pending new patent could potentially extend FOTIVDA’s commercial opportunity beyond 2028, and as a result the currently shorter relative duration of AVEO’s commercial product FOTIVDA versus the targets involved in the selected precedent transactions and (iii) several transactions included contingent consideration and/or had limited financial disclosure.

Premiums Paid Analysis

For informational purposes only, Moelis reviewed and analyzed, using publicly available information, the acquisition premia for 87 all-cash transactions (including 12 healthcare transactions) announced since 2015 involving a public company in all industries (excluding financial institutions and real estate) with a target based in the United States where the disclosed enterprise value for the transaction was between $300 million and $750 million. For the entire period, using publicly available information, Moelis calculated the mean, median, high and low premia of the price paid in each of the transactions relative to the closing price per share one (1) day, One (1) week and one (1) month prior to announcement (excluding transactions with negative premiums to the share price One (1) day prior). Moelis also calculated adjusted mean and median premia by excluding all transactions where the One (1)-day premium exceeded 150%.

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The information noted by Moelis with respect to these transactions is summarized below:

Moelis applied ranges of premiums of 40% to 60% to the $10.02 closing price per share of AVEO common stock on October 14, 2022. Moelis noted this implied a range of share prices for AVEO common stock of $14.03 to $16.03 per share. For reference only, Moelis compared this implied range of share prices to the Merger Consideration.

Analyst Share Price Target Analysis

Moelis also reviewed publicly available Wall Street research analysts’ stock price targets for shares of AVEO common stock published of October 14, 2022, which ranged from $12.00 to $19.00 per share with a median of $15.00 per share. For reference only, Moelis compared this range with the Merger Consideration.

52-Week Low/High Share Price Analysis

Moelis reviewed the historical trading performance of the AVEO common stock over a 52-week period ending October 14, 2022, which ranged from a closing trading price low of $3.15 per share on January 27, 2022 to a high of $10.02 per share on October 14, 2022. For reference only, Moelis compared this range with the Merger Consideration.

Miscellaneous

This summary of the analyses is not a complete description of Moelis’ opinion or the analyses underlying, and factors considered in connection with, Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

No company used in the analyses described above is identical to AVEO. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses

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described above (including much of the information used therein) are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Frank’s nor Moelis or any other person assumes responsibility if future results are materially different from those forecast.

Except as described in this summary, the Board imposed no other instructions or limitations on Moelis with respect to the investigations made or procedures followed by Moelis in rendering its opinion. The Merger Consideration was determined through arms’ length negotiations between AVEO, on the one hand, and LG Chem on the other, and was approved by the Board. Moelis did not recommend any specific consideration to the Board, or that any specific amount or type of consideration constituted the only appropriate consideration for the Merger.

Moelis acted as exclusive financial advisor to AVEO in connection with the Merger. AVEO agreed to pay Moelis certain fees for its services, comprised of a non-creditable opinion fee of $750,000 upon delivery of any opinion (regardless of the conclusion reached in that opinion) and a transaction fee upon consummation of the Merger. The transaction fee is calculated by reference to the gross consideration payable in exchange for AVEO’s equity in the Merger, and is currently estimated to be approximately $15.6 million. In addition, AVEO has agreed to reimburse Moelis for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Moelis and related persons against various liabilities, including certain liabilities under the federal securities laws.

Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of AVEO, LG Chem or their respective affiliates. Moelis had not provided investment banking or other services unrelated to the Merger to AVEO or LG Chemin the two (2) years prior to the date of its opinion. In the future Moelis may provide such services to AVEO or LG Chem or their affiliates and may receive compensation for such services.

AVEO selected Moelis as its exclusive financial advisor in connection with the Merger because Moelis has substantial experience in similar transactions and familiarity with AVEO. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

best currently available estimates and judgments of AVEO’s management as to AVEO’s future financial performance, and, with the consent of the AVEO Board, relied on AVEO’s management’s assessments as to the validity of, and risks associated with, the future intellectual property, products and services of AVEO and the marketability, commercial viability, regulatory approval and market adoption of AVEO’s current and future products or services. The Unaudited Prospective Financial Information was developed based on AVEO’s management’s knowledge of and assumptions with respect to AVEO’s business, including with respect to (1) the commercialization of FOTIVDA for the treatment of adult patients with relapsed or refractory advanced renal cell carcinoma (RCC) following two or more prior systemic therapies (Tivo-3), (2) the commercialization of (including the probability of success in the clinic and in obtaining regulatory approvals for) AVEO’s clinical stage assets, including tivozanib in other combination regimens and earlier-line settings, ficlatuzumab, AV-380, (3) royalty and milestone payments and (4) operating expenses.

The Unaudited Prospective Financial Information was developed without giving effect to the Merger, including any impact of the negotiation or execution of the Merger Agreement or the Merger, the expenses that have already or may be incurred in connection with completing the Merger or any changes to AVEO’s operations or strategy that may be implemented during the pendency of or following the consummation of the Merger. The Unaudited Prospective Financial Information also does not consider the effect of any failure of the Merger to be completed; it should not be viewed as accurate or continuing in that context.

The Unaudited Prospective Financial Information was not prepared with a view toward public disclosure or complying with accounting principles generally accepted in the United States (referred to as “GAAP”). In addition, the Unaudited Prospective Financial Information was not prepared with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. Neither AVEO’s independent registered public accounting firm nor any other independent accountants have (1) compiled, reviewed, audited, examined or performed any procedures with respect to the Unaudited Prospective Financial Information, (2) expressed any opinion or any other form of assurance on such information or the achievability of the Unaudited Prospective Financial Information or (3) assumed any responsibility for the Unaudited Prospective Financial Information.

Because the Unaudited Prospective Financial Information reflects estimates and judgments, it is susceptible to sensitivities and assumptions, as well as multiple interpretations based on actual experience and business developments. The Unaudited Prospective Financial Information also covers multiple years, and such information by its nature becomes less predictive with each succeeding year. The Unaudited Prospective Financial Information is not, and should not be considered to be, a guarantee of future operating results. Further, the Unaudited Prospective Financial Information is not fact and should not be relied upon as being necessarily indicative of AVEO’s future results.

Although the Unaudited Prospective Financial Information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events. The Unaudited Prospective Financial Information will be affected by, among other factors, AVEO’s ability to achieve its goals for the development, regulatory approval and commercialization of its products and product candidates, including on the timeline assumed for purposes of the Unaudited Prospective Financial Information. The Unaudited Prospective Financial Information reflects assumptions and uncertainties that are subject to change. Important factors that may affect actual results and cause the Unaudited Prospective Financial Information not to be achieved are described in various risk factors described in the sections of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements,” and in AVEO’s other filings with the SEC, including those listed under the section captioned “Where You Can Find More Information.” All of these factors are difficult to predict, and many of them are outside of AVEO’s control. As a result, there can be no assurance that the Unaudited Prospective Financial Information will be realized, and actual results may be materially better or worse than those contained in the Unaudited Prospective Financial Information, whether or not the Merger is consummated. The Unaudited Prospective Financial Information also reflects assumptions as to certain business decisions that are subject to change. The Unaudited Prospective Financial Information may differ from publicized analyst estimates and

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forecasts and does not consider any events or circumstances after the date that it was prepared, including the announcement of the entry into the Merger Agreement. The Unaudited Prospective Financial Information has not been updated or revised to reflect information or results after the date it was prepared or as of the date of this proxy statement. Except to the extent required by applicable federal securities laws, AVEO does not intend to update or otherwise revise the Unaudited Prospective Financial Information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events. AVEO may report results of operations for periods included in the Unaudited Prospective Financial Information that will be completed following the preparation of the Unaudited Prospective Financial Information. Stockholders and investors are urged to refer to AVEO’s periodic filings with the SEC for information on AVEO’s actual historical results.

Certain of the financial measures included in the Unaudited Prospective Financial Information are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. In certain circumstances, including those applicable to the Unaudited Prospective Financial Information, financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Unaudited Prospective Financial Information is not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board or Moelis. Accordingly, no reconciliation of the financial measures included in the Unaudited Prospective Financial Information is provided in this proxy statement. The Unaudited Prospective Financial Information includes earnings operating income and unlevered free cash flow, which are (subject to the disclosure above) non-GAAP financial measures.

The Unaudited Prospective Financial Information constitutes forward-looking statements. By including the Unaudited Prospective Financial Information in this proxy statement, neither AVEO nor any of its representatives has made or makes any representation to any person regarding AVEO’s ultimate performance as compared to the information contained in the Unaudited Prospective Financial Information. The inclusion of the Unaudited Prospective Financial Information should not be regarded as an indication that the Board, AVEO, Moelis or any other person considered, or now considers, the Unaudited Prospective Financial Information to be predictive of actual future results. Further, the inclusion of the Unaudited Prospective Financial Information in this proxy statement does not constitute an admission or representation by AVEO that the information presented is material. The Unaudited Prospective Financial Information is included in this proxy statement solely to give AVEO’s stockholders access to the information that was provided to the Board and Moelis. The Unaudited Prospective Financial Information is not included in this proxy statement in order to influence any AVEO stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to their shares.

Unaudited Prospective Financial Information

The Unaudited Prospective Financial Information consists of two forecasts prepared by AVEO management: (1) a forecast that reflects a FOTIVDA sales ramp based on emerging launch metrics and real world treatment dynamics (e.g., duration of therapy), impact from potential increased competitive pressure in third line therapy for renal cell carcinoma by large pharmaceutical companies as soon as 2023 and evolving treatment dynamics in earlier-line settings potentially impacting the third line therapy competitive landscape (the “Base Case”); and (2) a forecast that includes a faster uptake assumption for FOTIVDA and assumes no incremental near-term competition for FOTIVDA in third line therapy for renal cell carcinoma (the “Upside Case”). At the direction of the Board, Moelis utilized the Base Case for purposes of Moelis’ opinion. Neither the Upside Case nor the Base Case was provided to LG Chem or any other potential counterparty.

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On October 12, 2022 the U.S. Patent and Trademark Office, issued a Notice of Allowance indicating the Application was allowable for grant as a U.S. patent, which is expected to issue as U.S. Patent No. 11,504,365 on November 22, 2022 (the “Use Patent”). While the Use Patent could, subject to various risks and uncertainties, provide patent protection for the claimed methods of use of FOTIVDA into 2039, both the Base Case and the Upside Case assume the expiration of patent protection with respect to FOTIVDA in November 2028 because AVEO’s management believes the ability to defend FOTIVDA’s intellectual property beyond the November 2028 expiration of certain of its current patent protection remains uncertain because the Use Patent could be found invalid, unenforceable or not infringed.

Both the Base Case and the Upside Case assume a “go it alone” strategy (without strategic partnerships) for AVEO’s clinical stage assets.

In addition to those noted above, various other judgments and assumptions by AVEO management were made when preparing the Unaudited Prospective Financial Information, including, among others (1) revenue estimates in the United States based on various assumptions, including with respect to pricing and exclusivity, addressable patient population, market penetration, launch date, time to peak sales, peak sales, erosion rate, probability of success as a function of clinical development stage and inflationary factors, and potential outcomes with respect thereto for the commercialization of FOTIVDA for the treatment of adult patients with relapsed or refractory advanced renal cell carcinoma (RCC) following two or more prior systemic therapies, and the development and regulatory success of our clinical stage assets, including tivozanib (in other combination regimens and earlier-line settings), ficlatuzumab, AV-380 and AV-203, (2) identification and projection of product costs of goods sold and royalties on a per-product basis, according to existing license terms and manufacturing minimums, (3) assumptions concerning general and administrative expenses, which are projected on a whole company bases and then allocated to products according to risk-adjusted forecasted revenues, (4) assumptions with respect to unallocated research and development expenses and commercial operating expenses, which are projected on an unadjusted, per-product basis, and then adjusted according to each product’s respective commercial probability of success, (5) projections of commercial expenses by product on an unadjusted basis, sized according to needed infrastructure to support unadjusted revenues, and adjusted by product probability of success, (6) estimated benefits of AVEO’s net operating losses and (7) the assumed completion of an equity financing in the second quarter of 2023 resulting in net proceeds to AVEO of approximately $75 million via a follow-on equity offering in accordance with current market conditions and terms.

The following table presents the Base Case and consists of estimates of revenue and EBIT with respect to the commercialization of FOTIVDA monotherapy and the probability of success for commercializing tivozanib in combination with nivolumab in the second line RCC setting through a Phase 3 clinical trial designed to evaluate the safety and efficacy of tivozanib in combination with nivolumab as compared to tivozanib monotherapy in RCC patients who have progressed following one or two lines of therapy, one of which was an immune checkpoint inhibitor (the TiNivo-2 trial), ficlatuzumab and AV-380 pipeline drug candidates, as well as royalty revenue and milestones, for fiscal years 2023-2038, in each case as reflected in the Unaudited Prospective Financial Information, and estimates of unlevered free cash flow with respect to the commercialization of FOTIVDA monotherapy and TiNivo-2, ficlatuzumab and AV-380 pipeline drug candidates for the same period, as approved by AVEO.

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The following table presents the Upside Case and consists of estimates of total revenue and EBIT with respect to the commercialization of FOTIVDA monotherapy and TiNivo-2, ficlatuzumab and AV-380 pipeline drug candidates, as well as royalty revenue and milestones, for fiscal years 2023-2038, in each case as reflected in the Unaudited Prospective Financial Information, and estimates of unlevered free cash flow with respect to the commercialization of FOTIVDA monotherapy and TiNivo-2, ficlatuzumab and AV-380 pipeline drug candidates for the same period, as approved by AVEO.

Interests of the Directors and Executive Officers of AVEO in the Merger

Members of the Board and AVEO’s executive officers may have various interests in the Merger that may be in addition to, or different from, the interests of AVEO stockholders generally. The members of the Board were aware of these potential interests and considered them at the time they approved the Merger Agreement and in making their recommendation that AVEO stockholders adopt the Merger Agreement. These potential interests are described below.

Treatment of Equity Awards

Each of our directors and executive officers hold outstanding AVEO stock options. The AVEO stock options held by our directors and executive officers immediately prior to the Effective Time will be treated in the Merger in the same manner as AVEO stock options held by employees generally. Effective as of immediately prior to the Effective Time, each option to purchase shares of AVEO common stock will be cancelled and converted into the right to receive an amount in cash, if any, equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price of such stock option and (ii) the number of shares of AVEO common stock underlying such option, less any applicable withholding taxes.

The following table sets forth, for each of AVEO’s directors and executive officers, (i) the number and value of shares of AVEO common stock subject to vested AVEO stock options, (ii) the number and value of shares of AVEO common stock subject to unvested AVEO stock options and (iii) the total value of shares of AVEO common stock subject to AVEO stock options held by such director or executive officer as of November 23, 2022. These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the Effective Time following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by AVEO’s directors and executive officers may materially differ from the amounts set forth below. This table also does not include any outstanding rights to purchase shares under the ESPP held by our executive officers or any outstanding stock options the exercise price of which is in excess of $15.00 per share and which

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will be cancelled for no consideration at the Effective Time. This table also does not include information regarding Michael Needle, who was a named executive officer for the year ended December 31, 2021, as he terminated employment with AVEO on November 19, 2021 and will not receive any compensation that is based on or otherwise related to the Merger. For additional information regarding the ESPP, see “The Merger Agreement—Treatment of Equity Awards and the ESPP” beginning on page 81 of this proxy statement.

Change in Control Severance Benefits

Each of AVEO’s current executive officers is entitled to certain benefits under AVEO’s executive severance and change in control benefits plan (the “Severance Benefits Plan”). If the employment of an executive officer is terminated without cause, by reason of such executive officer’s disability, or by the executive officer for good reason, in any case prior to or more than eighteen (18) months following a change of control, provided that such executive officer is not otherwise ineligible to receive severance benefits under the Severance Benefits Plan and subject to such executive officer’s execution and non-revocation of a general release of claims in AVEO’s favor, AVEO will (i) continue to pay such executive officer’s then-current base salary for a period of twelve (12) months, (ii) make contributions to the cost of COBRA coverage on behalf of such officer and his or her applicable dependents for a period of up to twelve (12) months, and (iii) in the case of Michael Bailey, our chief executive officer, pay, in a single lump-sum, an amount equal to Mr. Bailey’s target bonus for the year in which his date of termination occurs, pro-rated to reflect the portion of the year during which he was employed by us.

Further, under the terms of the Severance Benefits Plan, if any executive officer’s employment is terminated by AVEO without cause or by the executive officer for good reason on the date of or within eighteen (18) months

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following a change in control, provided that the executive officer is not otherwise ineligible to receive severance benefits under the Severance Benefits Plan and subject to the executive officer’s execution and non-revocation of a general release of claims in AVEO’s favor, AVEO will (i) pay, in the case of Mr. Bailey, AVEO’s chief executive officer, an amount equal to the sum of twenty four (24) months’ of Mr. Bailey’s then-current base salary (or his salary in effect prior to the change in control, if greater), plus an amount equal to 200% of Mr. Bailey’s target annual bonus for the year in which such termination occurs (or, if greater, his target annual bonus for the year in which the change in control occurs), plus a pro rata portion, based on the portion of the year during which he was employed by us, of Mr. Bailey’s target annual bonus for the year in which such termination occurs (or, if greater, his target annual bonus for the year in which the change in control occurs), such total amount to be paid in substantially equal installments over the course of twenty four (24) months and (ii) pay, in the case of each of Erick Lucera, Michael Ferraresso and Jebediah Ledell, AVEO’s other executive officers, an amount equal to the sum of eighteen (18) months’ of such executive officer’s then-current base salary (or his salary in effect prior to the change in control, if greater), plus an amount equal to 150% of such executive officer’s target annual bonus for the year in which such termination occurs (or, if greater, his target annual bonus for the year in which the change in control occurs), plus a pro rata portion, based on the portion of the year during which he was employed by us, of such executive officer’s target annual bonus for the year in which such termination occurs (or, if greater, his target annual bonus for the year in which the change in control occurs), such total amount to be paid in substantially equal installments over the course of eighteen (18) months. Each AVEO executive officer would also be entitled to receive (x) any earned but unpaid annual bonus for the most recently completed fiscal year, (y) contributions to the cost of COBRA coverage on behalf of such executive officer and his applicable dependents for a period of up to eighteen (18) months in the case of Mr. Bailey and twelve (12) months in the case of Messers. Lucera, Ferraresso and Ledell and (z) vesting in full of any then-outstanding AVEO equity awards granted to such executive officer that vest based solely on the passage of time. The Merger will constitute a change in control for purposes of the Severance Benefits Plan.

For purposes of the Severance Benefits Plan:

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For an estimate of the amounts that would be payable to each of AVEO’s named executive officers upon a qualifying termination at the Effective Time of the Merger under their employment agreements, see “Proposal No. 2: Advisory Vote on the Merger Compensation Proposal—The Merger Compensation Proposal—Quantification of Potential Payments and Benefits to AVEO’s Named Executive Officers” beginning on page 107 of this proxy statement.

New LG Chem Arrangements

Certain of AVEO’s executive officers may continue to provide employment or other services to LG Chem after the Effective Time and may enter into new agreements, arrangements or understandings with LG Chem to set forth the terms and compensation of such post-closing service. As of the date of this proxy statement, no such agreements, arrangements or understandings with LG Chem exist.

Indemnification of Directors and Officers; Insurance

Under the Merger Agreement, for six (6) years after the Effective Time, LG Chem is required to cause the surviving corporation to (i) observe the obligations of AVEO and its subsidiaries under (a) certain indemnification agreements entered into between AVEO or its subsidiaries, on the one hand, and certain of its directors and executive officers, on the other hand and (b) the indemnification, expense advancement and exculpation provisions in the certificate of incorporation or second amended and restated bylaws or comparable organizational documents of AVEO or such Subsidiary, in each case, in effect on October 18, 2022, and (ii) indemnify and hold harmless each present and former (as of October 18, 2022) director and officer of AVEO or any of its subsidiaries in their capacities as such against any losses incurred by such person in connection with any pending or threatened litigation, action, suit, claim, demand or proceeding based on or arising out of, in whole or in part, the fact that such person is or was a director or officer of AVEO at or prior to the Effective Time and pertaining to any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including any such matter arising under any claim with respect to the transactions contemplated by the Merger Agreement, to the fullest extent permitted by the DGCL and any other applicable law, and the certificate of incorporation and second amended and restated bylaws (or other similar organizational documents) of AVEO and its subsidiaries in effect on October 18, 2022 and not amend, repeal or otherwise modify such rights in any manner that would adversely affect the rights of such directors and officers thereunder.

In addition, prior to the Effective Time AVEO, or in the event AVEO does not prior to the Effective Time, LG Chem will, or will cause the surviving corporation to, obtain and fully pay the premium (subject to limitations set forth in the Merger Agreement) for the non-cancellable extension of the directors’ and officers’ liability coverage of AVEO’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time and with terms, conditions, retentions and limits of liability no less favorable than the coverage provided under AVEO’s directors’ and officers’ and fiduciary liability insurance policies in effect as of October 18, 2022. For a detailed description of these requirements, please see “The Merger Agreement—Other Covenants and Agreements—Indemnification of Directors and Officers; Insurance” beginning on page 98 of this proxy statement.

Financing of the Merger

LG Chem’s receipt of financing is not a condition to the closing of the Merger. It is anticipated that the total amount of funds necessary to consummate the Merger and the related transactions, not including repayment of AVEO’s existing credit agreement, fees and expenses, will be approximately $566 million, including the estimated funds needed to (i) pay AVEO stockholders the Merger Consideration due to them under the Merger Agreement and (ii) make payments in respect of outstanding option awards of AVEO pursuant to the Merger Agreement.

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AVEO has agreed that it will use its reasonable best efforts to provide to LG Chem (at LG Chem’s sole expense) such historical financial information prepared by AVEO in the ordinary course of AVEO’s financial reporting practice as may be reasonably requested by LG Chem to assist with respect to any potential financing arrangements to the extent customary for financing arrangements entered into in connection with transactions of similar size and nature as those contemplated in the Merger Agreement; upon the terms and subject to the conditions and exceptions set forth in the Merger Agreement and as further described in the section of this proxy statement captioned “The Merger Agreement—Other Covenants and Agreements—Financing Covenants” beginning on page 98.

AVEO has also agreed that it will use its best efforts to deliver all notices, cooperate with LG Chem and take all other actions to facilitate the termination at closing of all commitments in respect of AVEO’s existing credit agreement, the repayment in full on the Closing Date of all obligations in respect of the indebtedness under AVEO’s existing credit agreement (as described in the section of this proxy statement captioned “The Merger Agreement—Other Covenants and Agreements—Financing Covenants”), and the release on the Closing Date of any liens securing all such indebtedness and guarantees in connection therewith, subject to LG Chem providing all funds required to effect all such repayments at the closing.

Closing and Effective Time of the Merger

Unless another date is agreed by the parties, the closing of the Merger will take place as soon as practicable (but in any event no later than the third (3rd) business day) after the date the conditions to the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at such time) have been satisfied or (to the extent permissible) waived in accordance with the Merger Agreement.

At the closing of the Merger, AVEO and Merger Sub will cause to be filed a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and will make all other filings or recordings required by the DGCL in connection with the Merger. The Merger will become effective at such time as such certificate of merger has been duly filed with the Secretary of State of the State of Delaware (or at such later date and time as specified in the certificate of merger).

Appraisal Rights

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their shares of AVEO common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of AVEO common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of AVEO common stock as determined by the Delaware Court may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of AVEO common stock following petition to, and an appraisal by, the Delaware Court. Persons considering seeking appraisal should recognize that the fair value of their shares of AVEO common stock determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons

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wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

The full text of Section 262 may be accessed without subscription or cost at the Delaware Code Online (available at https://.delcode.delaware.gov/title8/c001/sc09/index.html#262). The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. In the event of any inconsistency between the information contained in this summary and the actual text of Section 262, the actual text of Section 262 controls. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of AVEO common stock unless otherwise expressly noted herein, and all such references to a “beneficial owner” mean a person who is the beneficial owner of shares of AVEO common stock held either in voting trust or by a nominee on behalf of such person unless otherwise expressly noted herein. Failure to follow any of the procedures of Section 262 may result in termination or waiver of appraisal rights under Section 262. Any person who desires to exercise his, her or its appraisal rights, or preserve the ability to do so, should review carefully Section 262, since failure to comply with the procedures of the statute will result in the loss of appraisal rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration under the Merger Agreement. Stockholders and beneficial owners are urged to consult his, her or its legal advisor before electing or attempting to exercise appraisal rights.

A holder of record or beneficial owner of shares of AVEO common stock who (i) makes a written demand for appraisal (ii) continuously holds such shares through the Effective Time, (iii) has not consented to or otherwise voted in favor of the Merger or otherwise lost or waived appraisal rights, (iv) strictly complies with the procedures under Section 262, (v) does not thereafter validly withdraw his, her or its demand for appraisal of such shares and (vi) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by AVEO and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its shares of AVEO common stock exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court, together with interest, if any, to be paid upon the amount determined to be the fair value. However, after an appraisal petition has been filed, Section 262 provides that the Delaware Court will dismiss appraisal proceedings as to all AVEO stockholders and beneficial owners who have asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of AVEO common stock as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate Merger Consideration in respect of the shares of AVEO common stock for which appraisal rights have been pursued and perfected exceeds $1 million.

Section 262 requires that where a merger agreement is to be submitted for adoption at a meeting of stockholders, the stockholders be notified that appraisal rights will be available not less than twenty (20) days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes AVEO’s formal notice of appraisal rights under Section 262, the full text of which may be accessed without subscription or cost at the Delaware Code Online (available at https://.delcode.delaware.gov/title8/c00 1/sc09/index.html#262)

If you elect to demand appraisal of your shares of AVEO common stock, you must satisfy each of the following conditions: you must deliver to AVEO a written demand for appraisal of your shares of AVEO common stock before the vote is taken on the Merger Proposal at the Special Meeting, which must reasonably inform us of the identity of the holder of record of shares of AVEO common stock or beneficial owner who intends to demand appraisal of his, her or its shares of AVEO common stock and, for beneficial owners only, such demand must be

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accompanied by documentary evidence of such beneficial owner’s beneficial ownership (such as a brokerage or securities account statement containing such information or a letter from the broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and must provide an address at which such beneficial owner consents to receive notices given by AVEO and to be set forth on the Chancery List; you must not vote or submit a proxy in favor of the proposal to adopt the Merger Agreement; you must hold your shares of AVEO common stock continuously through the Effective Time; and you must comply with the other applicable requirements of Section 262. In addition, one of the ownership thresholds in 262(g) must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a holder of record of AVEO common stock who wishes to exercise appraisal rights must provide instructions when granting a proxy to vote against the adoption of the Merger Agreement, abstain or not vote the shares. In the case of a beneficial owner of AVEO common stock, such person must not instruct such person’s broker, bank or other nominee to vote such person’s shares in favor of the proposal to adopt the Merger Agreement.

An AVEO stockholder or beneficial owner who elects to exercise appraisal rights must mail or deliver his, her or its written demand for appraisal to the following address:

AVEO Pharmaceuticals, Inc.

30 Winter Street

Boston, Massachusetts 02108

Attention: Corporate Secretary

If the shares of AVEO common stock are owned of record or beneficially in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand must be made in that capacity, and if the shares of AVEO common stock are owned of record or beneficially by more than one person, as in a joint tenancy or tenancy in common, the demand must be made by or for all owners of record or beneficial owners. An authorized agent, including one or more joint owners, may execute the demand for appraisal for a stockholder of record or beneficial owner; however, such agent must identify the record or beneficial owner or owners and expressly disclose in such demand that the agent is acting as agent for the record or beneficial owner or owners of such shares of AVEO common stock, as applicable.

A written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the adoption of the Merger Agreement. Voting “AGAINST” or failing to vote “FOR” the adoption of the Merger Agreement by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL.

Within ten (10) days after the Effective Time, the surviving corporation must give written notice that the Merger has become effective to each AVEO stockholder or beneficial owner who has properly made a written demand for appraisal and who did not vote in favor of the proposal to adopt the Merger Agreement. At any time within sixty (60) days after the Effective Time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Merger Consideration specified by the Merger Agreement for that person’s shares of AVEO common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court will be dismissed as to any person without the approval of the Delaware Court, with such approval conditioned upon such terms as the Delaware Court deems just, provided, however, that this provision will not affect the right of any AVEO stockholder or beneficial owner who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s or beneficial owner’s demand for appraisal and to accept the Merger Consideration within sixty (60) days after the Effective Time. If the surviving corporation does not approve a request to withdraw a demand for appraisal

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when that approval is required, or if the Delaware Court does not approve the dismissal of an appraisal proceeding, the person will be entitled to receive only the fair value of such person’s shares of AVEO common stock determined by the Delaware Court in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration offered pursuant to the Merger Agreement.

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the surviving corporation and any person who has properly and timely demanded appraisal of such person’s shares of AVEO common stock and otherwise complied with Section 262 and is otherwise entitled to appraisal rights under Section 262, may commence an appraisal proceeding by filing a petition in the Delaware Court , with a copy served on the surviving corporation in the case of a petition filed by a person other than the surviving corporation, demanding a determination of the fair value of the shares of AVEO common stock held by all persons entitled to appraisal. There is no present intent on the part of AVEO or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that AVEO and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of shares of AVEO common stock. Accordingly, persons who desire to have their shares of AVEO common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within one hundred twenty (120) days after the Effective Time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the Merger Consideration under the Merger Agreement.

In addition, within one hundred twenty (120) days after the Effective Time, any person who has theretofore complied with the requirements for exercise of appraisal rights under Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of AVEO common stock not consented in writing or otherwise voted in favor of the Merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of stockholders or beneficial owners of such shares. Such statement must be mailed within ten (10) days after the written request therefore has been received by the surviving corporation or within ten (10) days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a person other than the surviving corporation, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within twenty (20) days after such service, file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all persons who have demanded appraisal of their shares of AVEO common stock and with whom the surviving corporation has not reached agreements as to the value of such shares (referred to as the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such person set forth on the Chancery List. The costs relating to these notices will be borne by the surviving corporation.

If a petition for an appraisal is timely filed by a person, the Delaware Court is empowered to conduct a hearing on the petition to which persons have complied with the provisions of Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court may require the persons who have demanded an appraisal of their shares of AVEO common stock and who hold shares represented by certificates to submit their certificates of shares of AVEO common stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court may dismiss the proceedings as to such person.

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List and may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

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Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court shall determine the fair value of shares of AVEO common stock taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares of AVEO common stock as determined by the Delaware Court, and (y) interest theretofore accrued, unless paid by the surviving corporation as part of the pre-judgment payment to the person.

When the fair value of the shares of AVEO common stock is determined, the Delaware Court will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although AVEO believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, the surviving corporation does not anticipate offering more than the Merger Consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant shares of AVEO common stock is less than the Merger Consideration.

In determining “fair value”, the Delaware Court is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy.

The cost of the appraisal proceeding may be determined by the Delaware Court and taxed upon the parties as the Delaware Court deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all shares of AVEO common stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such and award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court are subject to appellate review by the Delaware Supreme Court.

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From and after the Effective Time, any person who has duly demanded and perfected appraisal in compliance with Section 262 will not be entitled to vote his, her or its shares of AVEO common stock for any purpose and will not be entitled to receive payment of dividends or other distributions in respect to such shares, except for dividends or distributions payable to AVEO stockholders of record at a date prior to the Effective Time.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

Failure to comply strictly with all of the procedures set forth in Section  262 will result in the loss of a stockholder’s statutory appraisal rights.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the Merger to certain U.S. holders and certain non-U.S. holders (both terms defined below) whose shares of AVEO common stock are converted into the right to receive Merger Consideration. This summary is for information purposes only and is not tax advice. It does not purport to consider all aspects of U.S. federal income taxation that might be relevant for holders of AVEO common stock. This summary is based on the Internal Revenue Code of 1986, as amended, (referred to as the “Code”), the applicable U.S. Treasury regulations promulgated under the Code, published rulings by the Internal Revenue Service (referred to as the “IRS”), and judicial authorities and administrative decisions, all as in effect as of the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change could alter the tax consequences to the holders described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the Merger.

For purposes of this summary, the term “U.S. holder” means a beneficial owner of shares of AVEO common stock that is, for U.S. federal income tax purposes:

As used herein, a “non-U.S. holder” means a beneficial owner of shares of AVEO common stock that is neither a U.S. holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds AVEO common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. A partner of a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holding AVEO common stock should consult the partner’s tax advisor regarding the U.S. federal income tax consequences of the Merger to such partner.

This summary applies only to holders who hold shares of AVEO common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment), and does not address or consider all of the U.S. federal income tax consequences that may be applicable to holders of AVEO common stock in light of their particular circumstances. For instance, this summary does not address the alternative minimum tax

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or the tax consequences to stockholders who validly exercise dissenters’ rights under the DGCL. In addition, this summary does not address the U.S. federal income tax consequences of the Merger to holders who are subject to special treatment under U.S. federal income tax rules, including, for example, banks and other financial institutions; insurance companies; securities dealers or broker-dealers; mutual funds; traders in securities who elect to use the mark-to-market method of accounting; tax-exempt investors; S corporations; holders classified as partnerships or other flow-through entities under the Code; U.S. expatriates; holders who hold their shares of AVEO common stock as part of a hedge, straddle, conversion transaction, or other integrated investment or constructive sale transaction; holders whose functional currency is not the U.S. dollar; holders who acquired their shares of AVEO common stock through the exercise of AVEO stock options or otherwise as compensation; and, except to the extent described below, holders who actually or constructively own 5% or more of the outstanding shares of AVEO common stock. In addition, this summary does not address the impact of the Medicare contribution tax, any aspects of foreign, state, local, estate, gift, or other tax laws (or any U.S. federal tax laws other than those pertaining to income tax) that may be applicable to a particular holder in connection with the Merger.

Further, this summary does not address any tax consequences of the Merger to holders of options cancelled in exchange for Merger Consideration, participants in the ESPP or holders of any other interests to acquire stock of the AVEO. Such holders should consult their tax advisors regarding the tax consequences of the Merger to them. Moreover, this summary does not discuss any other matters relating to equity compensation or benefit plans.

U.S. Holders

A U.S. holder’s receipt of the Merger Consideration in exchange for shares of AVEO common stock will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of common stock are converted into the right to receive Merger Consideration will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (determined before deduction of any applicable withholding taxes) with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. The amount of gain or loss must be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered by the U.S. holder in the Merger. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period for such shares is more than twelve (12) months at the Effective Time of the Merger. Long-term capital gains recognized by individual and certain other non-corporate U.S. holders are generally taxed at preferential U.S. federal income tax rates. A U.S. holder’s ability to deduct capital losses may be limited.

Non-U.S. Holders

A non-U.S. holder’s receipt of the Merger Consideration in exchange for shares of AVEO common stock generally will not be subject to U.S. withholding tax (other than potentially to backup withholding tax or FATCA (as defined below) withholding, as discussed below) and will not be subject to U.S. federal income tax unless:

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within the five (5) years preceding the Merger and the non-U.S. holder owned, actually or constructively, more than 5% of AVEO common stock at any time during the five (5)-year period preceding the Merger. In general, AVEO would be a USRPHC if interests in U.S. real estate comprised more than half of its assets, based on fair market value. Although there can be no assurances in this regard, AVEO does not believe it is, or has been during the five (5) years preceding the Merger, a USRPHC for U.S. federal income tax purposes.

Non-U.S. holders should consult their own tax advisors regarding the tax consequences to them of the Merger.

Backup Withholding and Information Reporting

A U.S. holder may be subject to backup withholding on all payments to which such U.S. holder is entitled in connection with the Merger, unless the U.S. holder provides its correct taxpayer identification number and complies with applicable certification procedures or otherwise establishes an exemption from backup withholding. In addition, if the exchange agent is not provided with a U.S. holder’s correct taxpayer identification number or other adequate basis for exemption, the U.S. holder may be subject to certain penalties imposed by the IRS. Each U.S. holder should complete and sign the IRS Form W-9 included as part of the letter of transmittal and timely return it to the exchange agent in order to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the exchange agent.

Certain non-U.S. holders may also be subject to backup withholding unless they establish an exemption from backup withholding in a manner satisfactory to the exchange agent (such as by completing and signing an appropriate IRS Form W-8) and otherwise comply with the backup withholding rules. Non-U.S. holders should consult their own tax advisors regarding these matters.

Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules will generally be allowable as a refund or credit against a holder’s U.S. federal income tax liability; provided that certain required information is timely furnished to the IRS.

Payments made pursuant to the Merger will also be subject to information reporting unless an exemption applies.

FATCA

Provisions of the Code commonly referred to as the Foreign Account Tax Compliance Act (referred to as “FATCA”), may impose a 30% withholding tax on gross proceeds received in the Merger if paid to a foreign entity unless (i) if the foreign entity is a “foreign financial institution,” the foreign entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” the foreign entity identifies certain of its U.S. investors, or (iii) the foreign entity is otherwise excepted under FATCA. Under proposed U.S. Treasury Regulations, withholding on payments of gross proceeds is not required. Although such regulations are not final, applicable withholding agents may rely on the proposed regulations until final regulations are issued. Non-U.S. holders should consult their own tax advisors regarding the possible implications of FATCA on their receipt of cash in the Merger.

This summary is provided for general information only and is not tax advice. The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the Merger. Because individual circumstances may differ, each stockholder should consult the stockholder’s tax advisor regarding the applicability of the rules discussed above to the stockholder and the particular tax effects to the stockholder of the Merger in light of such stockholder’s particular circumstances and the application of state, local, foreign, estate, gift and other tax laws (or any U.S. federal tax laws other than those pertaining to income tax).

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Regulatory Approvals Required for the Merger

HSR Act and U.S. Antitrust Matters

Completion of the Merger is conditioned on the expiration or termination of any waiting period (and any extension thereof) applicable to the completion of the Merger under the HSR Act. AVEO and LG Chem filed their respective HSR Act notifications on November 1, 2022, which triggered the start of the HSR Act waiting period.

Under the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission (referred to as the “FTC”), the Merger cannot be consummated until AVEO and LG Chem each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (referred to as the “DOJ”) under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a thirty (30)-calendar-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under applicable antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the consummation of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under its applicable antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the consummation of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under applicable antitrust laws under certain circumstances.

Subject to the terms of the Merger Agreement, AVEO, LG Chem and Merger Sub have agreed to use their reasonable best efforts to promptly take, and to obtain all approvals, clearances and expirations or terminations of waiting periods from governmental authorities under antitrust laws or other applicable law necessary to consummate the transactions contemplated the Merger Agreement. Other than the filings required under the HSR Act as described above, we currently do not expect that any clearance, approval or consent would be required under any other applicable antitrust law in connection with the Merger.

For a more detailed description of the parties obligations to obtain HSR Act clearance, see “The Merger Agreement—Other Covenants and Agreements—Efforts to Consummate the Merger” beginning on page 95 of this proxy statement.

CFIUS Approval

Completion of the Merger is conditioned on the receipt of CFIUS Approval. The Merger Agreement provides for the parties to file a joint voluntary notice with CFIUS under the Defense Production Act of 1950, as amended (the “DPA”). The DPA provides for national security reviews and, where appropriate, investigations by CFIUS of transactions in which a foreign person or entity acquires control of a U.S. business (a “covered transaction”). The parties made a draft filing of such notice on November 8, 2022. After receipt of confirmation that CFIUS has no further comments or inquiries related to the draft filing, the parties shall submit a final filing of such notice as soon as practicable.

Once the final filing is accepted, CFIUS review of a covered transaction is subject to an initial forty-five (45) day review period that may be extended by CFIUS for an additional forty-five (45) day investigation period. If during the initial review period or investigation period and the investigation period LG Chem and AVEO fail to respond to additional questions or requests from CFIUS within the timeframe specified by CFIUS (normally, within three business days of the request), CFIUS may reject the filing. Receipt of additional questions or requests from

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CFIUS during the CFIUS process does not extend the 45-day review or investigation periods. At the conclusion of its review or investigation, CFIUS may determine that the acquisition is not a covered transaction; may find that the covered transaction presents no unresolved national security concerns; may propose mitigation terms to resolve any national security concerns presented by the covered transaction; may send a report to the President of the United States (as defined below) recommending that the acquisition be suspended or prohibited; or may send a report notifying the President of the United States that CFIUS cannot agree on a recommendation related to the covered transaction. In some circumstances, CFIUS may allow the parties to withdraw and refile the notice if additional time is needed to reach a conclusion, which would restart the statutory review and/or investigation period. Should CFIUS send a report to the President of the United States, the President of the United States then has fifteen (15) days to decide whether to block the acquisition or to take other action. Further, while CFIUS’s decisions are not public, a final determination on the transaction by the President of the United States would be public.

For a more detailed description of the parties obligations to obtain CFIUS Approval, see “The Merger Agreement—Other Covenants and Agreements—Efforts to Consummate the Merger” beginning on page 95 of this proxy statement.

Delisting and Deregistration of AVEO Common Stock

If the Merger is consummated, following the Effective Time, the common stock of AVEO will cease trading on Nasdaq and will be deregistered under the Exchange Act. As such, AVEO would no longer file periodic reports with the SEC.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about AVEO contained in this proxy statement or in AVEO’s public reports filed with the SEC may supplement, update or modify the factual disclosures about AVEO contained in the Merger Agreement and described in this summary. The representations, warranties, covenants, and agreements made in the Merger Agreement by AVEO and LG Chem were qualified and subject to important limitations agreed to by AVEO and LG Chem in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations, warranties, covenants, and agreements contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations, warranties, covenants, and agreements were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right to not close the Merger if the representations and warranties of the other party prove to be untrue (or such covenants and agreements were not complied with), due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations, warranties, covenants, and agreements may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures contained in the disclosure schedules delivered by, respectively, AVEO to LG Chem, and by LG Chem to AVEO, in connection with the Merger Agreement (together referred to as the “Disclosure Schedules”), which disclosures are not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since October 18, 2022, and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the respective public filings made by each of AVEO or LG Chem with the SEC. For the foregoing reasons, the representations, warranties, covenants, and agreements and any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of AVEO, LG Chem or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement or incorporated by reference into this proxy statement.

Additional information about AVEO may be found elsewhere in this proxy statement and AVEO’s other public filings. See “Where You Can Find More Information” beginning on page 115 of this proxy statement.

When the Merger Becomes Effective

The closing of the Merger will take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, or remotely by exchange of documents and signatures (or their electronic counterparts), as soon as practicable (but in any event no later than the third (3rd) business day) after the date the conditions to the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver, to the extent permissible, of such conditions at such time) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, unless another time, date or place is mutually agreed by AVEO and LG Chem.

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At the closing of the Merger, AVEO and Merger Sub will file a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and will make all other filings or recordings required by the DGCL in connection with the Merger. The Merger will become effective upon the filing of such certificate of merger, or at such later date and time as may be specified in such certificate of merger.

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into AVEO, the separate corporate existence of Merger Sub will cease, and AVEO will continue as the surviving corporation and an indirect wholly-owned subsidiary of LG Chem. At the Effective Time, subject to the terms of the Merger Agreement, by virtue of the consummation of the Merger the certificate of incorporation of the surviving corporation will be amended and restated in its entirety to read in its entirety as set forth on an exhibit to the Merger Agreement, and as so amended and restated shall be the certificate of incorporation of the surviving company until thereafter amended. At the Effective Time, subject to the terms of the Merger Agreement, the bylaws of the surviving corporation will be amended and restated such that the bylaws of Merger Sub in effect immediately prior to the Effective Time will be the bylaws of the surviving corporation until thereafter amended (provided that the name of the surviving corporation will be “AVEO Pharmaceuticals, Inc.”). From and after the Effective Time, the directors of Merger Sub at the Effective Time will be the initial directors of, and the officers of Merger Sub at the Effective Time will be the initial officers of, the surviving corporation and, in each case, will hold office until their respective successors are duly elected or appointed and qualified in accordance with applicable law.

Effect of the Merger on AVEO Common Stock

At the Effective Time, each share of AVEO common stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Cancelled Shares, if any, which Cancelled Shares shall be automatically cancelled and will cease to exist, and no consideration or payment will be made with respect thereto) will automatically be cancelled and cease to exist and will be converted into the right to receive the Merger Consideration in cash.

If, during the period between October 18, 2022 and the Effective Time, the outstanding shares of AVEO common stock are changed into a different number of shares or a different class (including by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares or similar transaction, or any stock dividend with a record date occurring during such period, but excluding any change that results from any exercise of any AVEO stock option award outstanding as of October 18, 2022), the Merger Consideration and any other amounts payable pursuant to the Merger Agreement will be appropriately adjusted to reflect the effect of such change as set forth in the Merger Agreement in order to provide LG Chem and the holders of shares of AVEO common stock and AVEO equity awards the same economic effect for the aggregate shares of AVEO common stock and equity awards of AVEO held thereby, as applicable, as contemplated by the Merger Agreement prior to any such event.

Treatment of Equity Awards and the ESPP

Stock Options

Effective as of immediately prior to the Effective Time, each option (an “AVEO Option Award”) to purchase shares of AVEO common stock granted under AVEO’s Second Amended and Restated 2010 Stock Incentive Plan, as amended, or AVEO’s 2019 Equity Incentive Plan, as amended (collectively referred to as the “AVEO Stock Plans”), that is outstanding and unexercised immediately prior thereto will be cancelled and converted into the right to receive an amount of cash, if any, equal to the product of (i) the aggregate number of shares of AVEO common stock underlying such AVEO Option Award immediately prior to the Effective Time, multiplied by (ii) the excess (if any) of the Merger Consideration over the per share exercise price of such AVEO Option

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Award, less applicable withholding Taxes. Any AVEO Option Award, whether vested or unvested, with a per share exercise price greater than or equal to the Merger Consideration will be cancelled for no consideration as of immediately prior to the Effective Time.

ESPP

AVEO will take such action as may be necessary under the ESPP to ensure, provide for or cause the following to occur: (i) no new offering periods under the ESPP will commence during the period from October 18, 2022 through the Effective Time; (ii) there will be no increase in the amount of payroll deductions or payroll contributions permitted to be made by the participants under the ESPP during the current offering period, except those made in accordance with payroll deduction elections that are in effect as of October 18, 2022; and (iii) no individuals will be permitted to commence participation in the ESPP during the period from October 18, 2022 through the Effective Time. If there is any offering period under the ESPP in progress as of immediately prior to the Effective Time, such offering period shall automatically terminate and accumulated payroll deductions shall, in AVEO’s sole discretion, be (i) returned to participants or (ii) used to purchase shares of AVEO common stock, in each case, pursuant to the terms and conditions of the ESPP immediately prior to the Effective Time. The Final Offering Period is expected to expire prior to the Effective Time, but, in the event that it does not, AVEO currently expects that it would elect to have such accumulated payroll deductions used to purchase shares of AVEO common stock, pursuant to the terms and conditions of the ESPP immediately prior to the Effective Time.

Dissenting Shares

The Merger Agreement provides that Dissenting Shares will not be converted into the right to receive the Merger Consideration, but instead at the Effective Time will be entitled to payment for such shares determined in accordance with Section 262. If any AVEO stockholder fails to perfect, effectively withdraws or otherwise loses the right to appraisal of the fair value of such Dissenting Shares under Section 262, or if a court of competent jurisdiction shall determine that such holder is not entitled to relief provided by Section 262, then such Dissenting Shares will be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration.

Payment for AVEO Common Stock

Prior to the Effective Time, LG Chem will cause LG Chem Life Sciences Innovation Center, Inc., a Delaware corporation, or another wholly-owned subsidiary of LG Chem that is a Delaware corporation to deposit with an agent appointed by LG Chem and reasonably acceptable to AVEO (referred to as the “exchange agent”) cash in an amount necessary to pay the aggregate Merger Consideration payable to holders of AVEO common stock.

Promptly (and in any event not later than the third (3rd) business day) after the Effective Time, LG Chem will cause the exchange agent to send to each holder of record of certificates representing shares of AVEO common stock (“Certificates”) or uncertificated shares of AVEO common stock (“Uncertificated Shares”) that immediately prior to the Effective Time represented outstanding shares of AVEO common stock (i) in the case of holders of Certificates, a letter of transmittal in reasonable and customary form, which will specify that delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) pursuant to such letter of transmittal and (ii) in the case of Uncertificated Shares not held through DTC, reasonable and customary provisions regarding delivery of an “agent’s message” with respect to such Uncertificated Shares.

Each holder of a Certificate will be entitled to receive, upon surrender of a Certificate (or an affidavit of loss in lieu thereof) to the exchange agent, together with a properly completed letter of transmittal, the Merger Consideration payable for each Share represented by such Certificate.

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Each holder of an Uncertificated Share not held through DTC will be entitled to receive, upon receipt of an “agent’s message” by the exchange agent or such other evidence of transfer as may reasonably be requested by the exchange agent, the Merger Consideration payable for each Share represented by such Uncertificated Share not held through DTC.

All Merger Consideration paid upon the surrender of Certificates or Uncertificated Shares in accordance with the terms of the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formally represented by such Certificate or Uncertificated Shares.

With respect to any shares of AVEO common stock that are held through DTC, AVEO, Merger Sub and LG Chem will cooperate to establish procedures with the exchange agent and DTC with the objective that the Exchange Agent will transmit to DTC or its nominees on the first (1st) business day after the Closing Date, an amount in cash, by wire transfer of immediately available funds, equal to (i) the number of shares of AVEO common stock that have been converted into the right to receive the Merger Consideration that are held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration (it being understood that no holder of Uncertified Shares held through DTC shall be required to provide a Certificate or an executed letter of transmittal to the exchange agent in order to receive the payment that such holder is entitled to receive pursuant to the terms of the Merger Agreement).

Each of the exchange agent, the surviving corporation, Merger Sub and LG Chem and its affiliates will be entitled to deduct and withhold from amounts otherwise payable pursuant to the Merger Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, or local tax law or non-U.S. tax law. If the exchange agent, the surviving corporation, Merger Sub or LG Chem or any of its affiliates, as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental authority, such amounts shall be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

Representations and Warranties

The Merger Agreement contains representations and warranties of each of AVEO and LG Chem (which representations and warranties are subject to certain qualifications or exceptions in the Merger Agreement and the Disclosure Schedules) as to, among other things:

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The Merger Agreement also contains representations and warranties of AVEO (which representations and warranties are subject to certain qualifications or exceptions in the Merger Agreement and the Disclosure Schedules) as to, among other things:

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The Merger Agreement also contains representations and warranties of LG Chem (which representations and warranties are subject to certain qualifications or exceptions in the Merger Agreement) as to, among other things:

Some of the representations and warranties in the Merger Agreement are qualified by limitations, including knowledge and materiality qualifications or a “Material Adverse Effect” clause.

For purposes of the Merger Agreement, “Material Adverse Effect” means, with respect to AVEO, any effect, change, event, circumstance or occurrence (each referred to as an “effect”, and collectively, “effects”) that, individually or in the aggregate:

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