Exhibit 10.24

FIRST AMENDED AND RESTATED

LICENSE AND RESEARCH COLLABORATION AGREEMENT

This First Amended and Restated License and Research Collaboration Agreement (the “ Agreement ”), effective as of April 13, 2005 (the “ Restatement Effective Date ”) by and between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“ MERCK ”), and AVEO PHARMACEUTICALS, INC. (formerly known as GenPath Pharmaceuticals, Inc. or “GENPATH”), a corporation organized and existing under the laws of Delaware (“ AVEO ”), amends, supersedes, and restates in its entirety, the License and Research Collaboration Agreement effective as of November 10, 2003 (the “ Effective Date ”) by and between MERCK and GENPATH (the “ Prior Agreement ”).

RECITALS:

WHEREAS , AVEO has developed AVEO Know-How (as hereinafter defined) and has rights to AVEO Patent Rights (as hereinafter defined);

WHEREAS , pursuant to the terms and conditions of the Prior Agreement, MERCK and GENPATH entered into a research collaboration to discover targets suitable for the development of small molecule oncology therapeutic and/or prophylactic agents which target essential tumor maintenance genes; and

WHEREAS , MERCK and AVEO wish to amend and restate the Prior Agreement in its entirety upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the Parties (as hereinafter defined) hereby agree as follows:

Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below:

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(a) with respect to a Non-MAP Collaboration Target that is not an Additional Biological Target or an Additional Dual Target, a chemical entity, other than a Biological, which is intended to and actually inhibits or modulates the activity of such Target;

(b) with respect to a Non-MAP Collaboration Target that is an Additional Biological Target and that the Parties expressly agree in writing pursuant to Section 3.7.1 to designate as a Potential Collaboration Target, a Biological which is intended to and actually inhibits or modulates the activity of such Target; or

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(c) with respect to a Non-MAP Collaboration Target that is an Additional Dual Target, (i) a chemical entity, other than a Biological, which is intended to and actually inhibits or modulates the activity of such Target and (ii) subject to the express prior written agreement of the Parties pursuant to Section 3.7.3, a Biological which is intended to and actually inhibits or modulates the activity of such Target.

For purposes of clarity, a “ Collaboration Compound ” does not include: (x) a chemical entity, or (y) a Biological, or (z) a chemical entity and a Biological, which (1) is being developed by MERCK as an inhibitor or modulator of a MAP Nominated Target or a MAP Collaboration Target, and (2) is primarily intended to and actually inhibits or modulates the activity of a MAP Nominated Target or a MAP Collaboration Target.

FINAL EXECUTION VERSION

Exhibit 10.28

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

AMENDED AND RESTATED

COLLABORATION AND LICENSE AGREEMENT

This Amended and Restated Collaboration and License Agreement (the “ Agreement ”), is entered into by and between OSI PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“ OSI ”), and AVEO PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“ AVEO ”) effective as of the last date on which it has been executed by duly authorized officers of both Parties (the “ Restatement Effective Date ”).

INTRODUCTION

WHEREAS, AVEO has developed proprietary in vivo models and related proprietary bioinformatics tools useful in oncology and other disease target discovery, target validation and biomarker research;

WHEREAS, OSI has developed small-molecule drug discovery, development and commercialization capabilities and know-how;

WHEREAS, OSI has developed proprietary data, know-how and expertise related to the process known as Epithelial-Mesenchymal Transition (“ EMT ”) and the process known as Mesenchymal-Epithelial Transition (“ MET ”), processes of emerging significance in human tumor development and disease progression, and is applying this expertise to the development of novel agents, and combinations of novel agents, for the treatment of cancer and other diseases;

WHEREAS OSI wishes to identify and validate genes and targets of importance to cancer and other diseases, with a particular focus on those genes and targets involved in EMT or EMT/MET processes, and access to in vivo models and biomarker technology in order to expedite drug discovery and development against these targets;

WHEREAS, AVEO and OSI entered into a Collaboration and License Agreement dated as of September 28, 2007, as amended on August 12, 2008 and as further amended on May 11, 2009 (the “ Original Agreement ”), which, among other things, focused on the identification and validation of target genes implicated in cancer and other diseases and supported compound screening, biomarker discovery and translational research related to OSI’s discovery and development compounds and related to EMT and EMT/MET processes and other factors in cancer and other disease development and progression; and

WHEREAS, effective as of the Restatement Effective Date, AVEO and OSI wish, in the manner set forth in this Agreement, to (i) expand the Research Program (as defined below), (ii) provide OSI with continued rights to certain AVEO technology after the termination of the Research Program, and (iii) amend and restate certain other provisions of the Original Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to amend and restate the Original Agreement in its entirety, AVEO and OSI agree as follows:

ARTICLE I

DEFINITIONS

Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below:

1.1 “ Act ”. Act means, as applicable, the United States Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et seq., and/or the Public Health Service Act, 42 U.S.C. §§ 262 et seq., as such may be amended from time-to-time.

1.2 “ Affiliate ”. Affiliate means with respect to a Party, any person or entity that directly or indirectly controls, is controlled by, or is under common control with such Party. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract or otherwise. For purposes of this definition, “control” shall be presumed to exist if one of the following conditions are met: (a) in the case of corporate entities, direct or indirect ownership of more than [**] percent ([**]%) of the stock or shares having the right to vote for the election of directors, and (b) in the case of non-corporate entities, direct or indirect ownership of more than [**] percent ([**]%) of the equity interest with the power to direct the management and policies of such non-corporate entities.

1.3 “ Additional Antibody Targets ”. Additional Antibody Targets means up to [**] additional Antibody Targets which may be mutually agreed upon by the Parties after the Restatement Effective Date and prior to the termination or expiration of the Research Program Term.

1.4 “ Additional Tumor Model Translational Research Intellectual Property ”. Additional Tumor Model Translational Research Intellectual Property means the Additional Tumor Model Translational Research Know-How and the Additional Tumor Model Translational Research Patent Rights.

1.5 “ Additional Tumor Model Translational Research Know-How ”. Additional Tumor Model Translational Research Know-How means Know-How developed through the use of the Additional Tumor Models during the Research Program Term: (a) related to biomarkers and their role in signaling and signaling pathways, cell–to–cell adhesion, cell migration, metastasis, cellular morphology, markers of epithelial-like cells, markers of mesenchymal-like cells, transcriptional reprogramming events, and survival of mesenchymal-like cells; (b) related to proteins, nucleic acids, carbohydrates or metabolites linked to a selected target and targeted pathways or processes linking the target to EMT and MET events; (c) related to biomarkers leading to the diagnosis, treatment, development or progression of cancer; (d) comprising data useful in selecting patient populations for diagnosis or treatment with a

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particular compound; (e) related to the selection of indications for treatment with a particular compound; (f) comprising data useful in evaluating and addressing drug response and resistance; (g) comprising data useful in determining the suitability of a drug combination for a patient; or (h) comprising data on a method of use of an Antibody or Non-Antibody Compound.

1.6 “ Additional Tumor Model Translational Research Patent Rights ”. Additional Tumor Model Translational Research Patent Rights means Patent Rights that claim Additional Tumor Model Translational Research Know-How.

1.7 “ Antibody ”. Antibody means (a) an antibody or antibody-related polypeptide including Fab, F(ab’)2, Fab’, Fv, and single chain antibodies (scFv) containing a V[L] and/or V[H] domain joined by a peptide linker, where the scFv is covalently or noncovalently linked to form antibodies having two or more binding sites; or (b) other peptides which bind to the Antibody Target (as hereinafter defined in this Section 1.7) for example by having a binding domain (protein ligand of the target, extracellular domain of a receptor, or a domain created by selection from random sequences such as by phage display) that may be genetically fused or chemically conjugated to a protein scaffold (e.g., Adnectin) or a stabilizing protein (such as the Fc domain of an antibody) or to other macromolecules (e.g., polyethelyene glycol) for delivery purposes or to increase the valency of the biological; or (c) aptamers or other nucleic acid based polymers selected to bind tightly to the Antibody Target, said aptamers may be chemically modified to improve stability and/or may be coupled to other macromolecules to enhance in vivo delivery as in (b) above; or (d) any other macromolecule having a molecular weight greater than 10,000 daltons that behaves similarly to an antibody. For clarity, (x) molecules including siRNA which act inside the cell to modulate gene expression of specified targets are not considered Antibodies for purposes of this Agreement, and (y) molecules including an Antibody linked to a Non-Antibody Compound are not considered Antibodies for purposes of this Agreement, except where such Non-Antibody Compound is a radioisotope or toxin conjugate (e.g., ricin or DM1). As used in this Section 1.7, “ Antibody Target ” means an extracellular drug target that can be inhibited or activated through the use of an appropriate “biologic” that acts via direct binding to the “antibody target” or the ligand of such target. For purposes of clarity, the use of “Antibody Target” in this definition in no way precludes Antibody Targets from being Candidate Targets, Nominated Targets or Collaboration Targets under this Agreement.

1.8 “ Antibody Product(s) ”. Antibody Product means any preparation in final form, either for sale by prescription, over-the-counter or any other method or for administration to human patients in Clinical Trials, which preparation contains an Antibody, other than any preparation which contains a Collaboration Antibody.

1.9 “ AVEO Bioinformatics Data ”. AVEO Bioinformatics Data means the following microarray datasets and results populating the AVEO Bioinformatics Tools: (a) [**] as more specifically described in Schedule 1.9 . AVEO Bioinformatics Data shall not include (i) any data in the public domain, (ii) any results or data generated solely by OSI through the use by OSI of the AVEO Bioinformatics Data, the AVEO Bioinformatics Tools or the Bioinformatics Tools Source Code, or (iii) any results or data generated by OSI’s permitted Sublicensees through the use of the AVEO Bioinformatics Data, which shall be owned by OSI.

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1.10 “ AVEO Bioinformatics Tools ”. AVEO Bioinformatics Tools means the software tools and processes described in Schedule 1.10 to this Agreement.

1.11 “ AVEO Existing Target ”. AVEO Existing Target means any Target in the database of recurrent integration sites identified from AVEO’s moloney murine leukemia virus induced tumors (the “ AVEO Genetic Screens ”), including any Target identified in the AVEO Genetic Screens related to kinases, G-protein coupled receptors, phosphatases, peptidases, transmembrane receptors, ion channels, transporters, growth factors, cytokines, transporters, enzymes, ligand-dependent nuclear receptors, histone regulators and transcription and translation regulators. The AVEO Existing Targets were identified to OSI prior to the Original Effective Date. The AVEO Existing Targets exclude the Excluded Targets and the OSI Active Program Targets.

1.12 “ AVEO Intellectual Property ”. AVEO Intellectual Property means the AVEO Know-How and the AVEO Patent Rights.

1.13 “ AVEO Know-How ”. AVEO Know-How means Know-How other than Collaboration Know-How that is (a) Controlled by AVEO as of the Original Effective Date or during the Research Program Term, and (b) necessary or useful to conduct the Research Program or for OSI to research, develop, make and have made, use, offer for sale, sell or import a Product. Notwithstanding the foregoing, AVEO Know-How excludes any information and materials, including discoveries, processes, methods, protocols, formulas, data, inventions, know-how and trade secrets, patentable or otherwise that are necessary or useful in connection with or that claim or Cover any method, material, tool or technology conceived or used by or on behalf of AVEO for the discovery of any Target other than a Pre-Collaboration Target, Candidate Target, Nominated Target or Collaboration Target.

1.14 “ AVEO Patent Rights ”. AVEO Patent Rights means any Patent Rights Controlled by AVEO during the Term that claim AVEO Know-How.

1.15 “ AVEO [**] Know-How ”. AVEO [**] Know-How means Know-How that is controlled by AVEO as of the Restatement Effective Date which relates to the AVEO [**] Index, as defined on Schedule 1.15 attached hereto.

1.16 “ AVEO [**] Program ”. AVEO [**] Program means a drug discovery or development program conducted by or on behalf of AVEO or its Affiliates with respect to the Target known as [**]”) or products Directed thereto.

1.17 “ AVEO Platform Intellectual Property ”. AVEO Platform Intellectual Property means the AVEO Platform Know-How and the AVEO Platform Patent Rights.

1.18 “ AVEO Platform Know-How ”. AVEO Platform Know-How means Know-How that is:

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Notwithstanding the foregoing, AVEO Platform Know-How excludes any Know-How and materials that were or are discovered or created by AVEO that specifically relate to (i) the Excluded Targets (other than molecular profiling data related to Excluded Targets), or (ii) any specific tumor model created or discovered by AVEO prior to the Expansion Date in connection with an existing AVEO compound, product or program.

1.19 “ AVEO Platform Patent Rights ”. AVEO Platform Patent Rights means any Patent Rights Controlled by AVEO during the Term that claim AVEO Platform Know-How.

1.20 “ AVEO Reserved Target(s) ”. AVEO Reserved Targets mean the [**] specific reserved Targets, or products Directed thereto, identified by AVEO to OSI prior to the Original Effective Date.

1.21 “ AVEO Target(s) ”. AVEO Target means any (a) AVEO Existing Target that is not designated as a Candidate Target; (b) Candidate Target that is not designated as a Nominated Target prior to the expiration of the Candidate Target Exclusivity Period; (c) Nominated Target or Additional Antibody Target that is not designated as a Collaboration Target prior to the expiration of the Research Program Term (or, if an Option Period pursuant to Section 3.7(c)(i) is pending as of such date, as of the expiration of such Option Period); (d) Reverted Target as defined in Section 3.7(c)(ii); and (e) Target (including an OSI Existing Target) that is deemed to be an AVEO Target pursuant to this Agreement, including pursuant to Sections 3.7(b)(i), 3.7(b)(v), 4.3, 9.3(b)(iii) and 9.5. Notwithstanding the foregoing, in no event will an OSI Active Program Target be deemed an AVEO Target.

1.22 “ Bioinformatics Tools Source Code ”. Bioinformatics Tools Source Code means human-readable computer programming code and associated procedural code underlying the version of the AVEO Bioinformatics Tools in existence as of the Restatement Effective Date.

1.23 “ Business Day ”. Business Day means a day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York or Boston, Massachusetts are authorized by Law to remain closed.

1.24 “ Calendar Quarter ”. Calendar Quarter means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31.

1.25 “ Calendar Year ”. Calendar Year means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

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1.26 “ Candidate Target ”. Candidate Target means any Target (other than the OSI Active Program Targets and the Excluded Targets) that was identified by the JSC during the first [**] days after the Research Program Term as worthy for consideration for validation due to its having potential relevance in tumorigenesis through its role in EMT or otherwise.

1.27 “ Candidate Target Exclusivity Period ”. Candidate Target Exclusivity Period means the period commencing on the Original Effective Date and ending on the earlier of (a) December 31, 2009, or (b) the termination of this Agreement pursuant to Article IX.

1.28 “ Candidate Target List ”. Candidate Target List means the list of Candidate Targets included in the Research Plan finalized pursuant to Section 2.1, as such list may be amended from time to time pursuant to Section 3.7(b)(i).

1.29 “ Clinical Trial(s) ”. Clinical Trial(s) means a Phase I Clinical Trial, a Phase II Clinical Trial, a Phase III Clinical Trial, a Phase IV Clinical Trial and/or an investigator sponsored trial.

1.30 “ Collaboration Antibody ”. Collaboration Antibody means any Antibody Directed to (i) a Pre-Selected Antibody Target, and (ii) an Additional Antibody Target to which OSI has exercised its Option pursuant to Section 3.7(c) below.

1.31 “ Collaboration Compound ”. Collaboration Compound means, with respect to a Collaboration Target, any Non-Antibody Compound or a Collaboration Antibody Directed to such Collaboration Target.

1.32 “ Collaboration Intellectual Property ”. Collaboration Intellectual Property means the Collaboration Know-How and the Collaboration Patent Rights.

1.33 “ Collaboration Know-How ”. Collaboration Know-How means Know-How that is developed or made (a) by or on behalf of a Party, or by the Parties jointly, in the conduct of the Research Program or Technology Transfer, or (b) through the use of any Collaboration Model by OSI.

1.34 “ Collaboration Model ”. Collaboration Model means (a) with respect to a Pre-Collaboration Target and on a Pre-Collaboration Target-by-Pre-Collaboration Target basis, the Target-specific tumor models developed by AVEO prior to the Original Effective Date or during the Research Program Term pursuant to a Pre-Collaboration Target Package plan, or (b) on a Nominated Target-by-Nominated Target basis, the Target-specific tumor model developed by AVEO and/or OSI pursuant to a Nominated Target Package Plan. Collaboration Model excludes [**] Models, Additional Tumor Models, [**] Models and the OSI Active Program Models.

1.35 “ Collaboration Patent Rights ”. Collaboration Patent Rights means Patent Rights that claim Collaboration Know-How.

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1.36 “ Collaboration Target ”. Collaboration Target means (a) an Additional Antibody Target, a Nominated Target or a Non-Validated Collaboration Target with respect to which OSI has exercised its Option pursuant to Section 3.7(c) and (b) a Pre-Selected Antibody Target; provided that a Collaboration Target shall cease to constitute a Collaboration Target if at any time such Target is deemed to be an AVEO Target pursuant to this Agreement. For avoidance of doubt, none of the OSI Active Program Targets shall be deemed a Collaboration Target for purposes of this Agreement.

1.37 “ Combination Product ”. Combination Product means a Royalty-Bearing Product that includes one or more Collaboration Compound(s) in combination with one or more clinically active components that are not Collaboration Compounds or [**] Compounds, as the case may be. All references to Product, [**] Product or Royalty-Bearing Product in this Agreement shall be deemed to include Combination Product.

1.38 “ Commercially Reasonable Efforts ”. Commercially Reasonable Efforts means the efforts required in order to carry out a task in a diligent and sustained manner without undue interruption, pause or delay, which level is at least commensurate with the level of effort that a Party would devote to a product of similar potential and having similar commercial and scientific advantages and disadvantages resulting from its own research efforts, taking into account its safety and efficacy, the competitiveness of alternative products, its proprietary position, pricing, reimbursement and other market-specific factors, and all other relevant factors. Commercially Reasonable Efforts requires (without limitation) that the Party exerting such efforts (a) promptly assign responsibility for its obligations to specific employee(s) who are held accountable for progress and monitor such progress, on an ongoing basis, (b) set and continue to seek to achieve specific and meaningful objectives for carrying out such obligations, and (c) make and implement decisions and allocate resources designed to advance progress with respect to such objectives, in each case in a commercially reasonable manner.

1.39 “ Confidential Information ”. Confidential Information means any and all information and data, including all OSI Know-How, AVEO Know-How, AVEO Platform Know-How, [**] Know-How and Collaboration Know-How, any password and other access information provided by AVEO pursuant to Section 2.15 and all other scientific, pre-clinical, clinical, regulatory, manufacturing, marketing, financial and commercial information or data, whether communicated in writing or orally or by any other method, which is provided by one Party to the other Party in connection with this Agreement. Notwithstanding the foregoing, Confidential Information excludes information that, in each case as demonstrated by competent written documentation:

(a) is publicly disclosed and made generally available to the public by the disclosing Party, either before or after it becomes known to the receiving Party;

(b) was known to the receiving Party, without obligation to keep it confidential, prior to the date of disclosure by the disclosing Party;

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(c) is subsequently disclosed to the receiving Party by a Third Party lawfully in possession thereof without obligation to keep it confidential and without a breach of such Third Party’s obligations of confidentiality;

(d) has been publicly disclosed or made generally available to the public other than through any act or omission of the receiving Party in breach of this Agreement; or

(e) has been independently developed by the receiving Party without the aid, application or use of the disclosing Party’s Confidential Information (the competent written proof of which must be contemporaneous with such independent development).

1.40 “ Control, Controls or Controlled by ”. Control, Controls or Controlled by means, with respect to any item of or right under Patent Rights or Know-How, the possession of (whether by ownership or license, other than pursuant to this Agreement) the ability of a Party to grant access to, or a license or sublicense of, such items or right as provided for herein without violating the terms of any agreement or other arrangement with any Third Party existing at the time such Party would be required hereunder to grant the other Party such access or license or sublicense; provided that any Patent Right, Know-How or other intellectual property right that is licensed or acquired by a Party and that would otherwise be considered to be under the Control of a Party shall not be deemed to be under the Control of such Party if the application of such definition in the context of any licenses or sublicenses granted to the other Party under this Agreement would require the granting Party to make any additional payments or royalties to a Third Party in connection with such license or sublicense grants, unless the other Party agrees to pay the additional payments or royalties to the Third Party.

1.41 “ Cover ”, “ Covering ” or “ Covered ”. Cover, Covering or Covered means, with respect to a product, technology, process or method that, in the absence of ownership of or a license granted under a Valid Claim, the manufacture, use, offer for sale, sale or importation of such product or the practice of such technology, process or method would infringe such Valid Claim.

1.42 “ Development Candidate ”. Development Candidate means a Collaboration Compound or Product with respect to which OSI has commenced [**].

1.43 “ Directed ”. Directed means that a Collaboration Compound, [**] Compound or other composition is intended to primarily modulate the expression or activity of a Target, and actually primarily modulates, increases or decreases the expression or activity of such Target, as measured by a cellular or biochemical assay.

1.44 “ [**] Model ”. [**] Model means an [**] tumor model (a) delivered by AVEO to OSI on December 18, 2007 pursuant to the terms of the Original Agreement, or (b) developed by AVEO and listed on Schedule 1.44 (in quantities to be mutually determined pursuant to the Research Program) including, in each case, the related tumor samples and accompanying documentation (e.g., non-enabling SOPs and user manuals).

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1.45 “ EMEA ”. EMEA means The European Medicines Agency, or any successor agency.

1.46 “ European Union ”. European Union means the countries that are members of the European Union, as redefined from time to time.

1.47 “ Excluded Target ”. Excluded Target means the Targets identified on Schedule 1.47 and the Third Party Targets.

1.48 “ Existing Licensee ”. Existing Licensee means Merck & Co., Inc., a corporation organized and existing under the laws of the state of New Jersey.

1.49 “ FDA ” or “ Food and Drug Administration ”. FDA or Food and Drug Administration means the United States Food and Drug Administration and any successor agency.

1.50 “ Field ”. Field means the use of a Royalty-Bearing Product for the diagnosis, treatment, palliation and/or prevention of a disease or medical condition in humans.

1.51 “ Filing ”. Filing means the acceptance by the applicable Regulatory Authority of an NDA for filing.

1.52 “ First Commercial Sale ”. First Commercial Sale means, with respect to any Royalty-Bearing Product, the first sale for end use or consumption of such Royalty-Bearing Product in a country after all required approvals, including Regulatory Approval, have been granted by the Regulatory Authority of such country.

1.53 “ Governmental Authority ”. Governmental Authority means any United States federal, state or local or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any governmental arbitrator or arbitral body.

1.54 “ Human Response Prediction™ Research ”. Human Response Prediction™ Research means the use of proprietary AVEO tumor models (the “ HRP Model ”) and human tumor samples to discover, through the testing of Non-Antibody Compounds or Collaboration Antibodies Directed to the OSI Active Program Targets or Collaboration Targets, one or more genes, whether individually or any combination thereof, whose level of gene expression is identified in the performance of the Research Plan as being correlated, either positively or negatively, with the HRP Model phenotype, level of oncogene induction, or response to a treatment regimen, wherein the response is oncogene expression level, tumor size, or tumor morphology.

1.55 “IND ”. IND means an Investigational New Drug application or similar application or submission for approval to conduct human clinical investigations filed with or submitted to a Regulatory Authority in conformance with the requirements of such Regulatory Authority.

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1.56 “ Invention ”. Invention means any new and useful process, article of manufacture, compound, composition of matter, formulation or apparatus, or any improvement thereof, patentable or unpatentable, discovery or finding.

1.57 “ Know-How ”. Know-How means any and all proprietary ideas, inventions, trade secrets, know-how, discoveries, information (including Confidential Information), data, results, formulae, designs, specifications, methods, processes, formulations, techniques, ideas, technical information (including structural and functional information), process information, pre-clinical information, clinical information, and any and all proprietary biological, chemical, pharmacological, toxicological, assay, control and manufacturing data.

1.58 “ Label Claim Product ”. Label Claim Product means a Product, the Regulatory Approval for which includes a labeling claim for the identification of a targeted patient population (including where such population is characterized by one or more biomarkers) and where (i) such label claim is Covered by Translational Research Patent Rights, or (ii) with respect solely to Products Directed at Non-Validated Collaboration Targets, such label claim is Covered by OSI Patent Rights.

1.59 “ Law ”. Law means all laws, statutes, rules, codes, regulations, orders, judgments or ordinances applicable to the Parties, this Agreement or the activities contemplated hereunder.

1.60 “ Major EU Country ”. Major EU Country means any of the following countries: United Kingdom, France, Germany, Italy or Spain.

1.61 “ Major Countries ”. Major Countries means Japan, all of the Major EU Countries and the United States.

1.62 “ Marketing Exclusivity ”. Marketing Exclusivity means, with respect to a Royalty-Bearing Product, that such Royalty-Bearing Product has been granted marketing exclusivity afforded approved drug products pursuant to (a) Sections 505(c), 505(j), and 505A of the Act, and the regulations promulgated thereunder, as amended from time to time, or its equivalent in a country other than the United States, or (b) the orphan drug exclusivity afforded approved drugs designated for rare diseases or conditions under Sections 526 and 527 of the Act, and the regulations promulgated thereunder, as amended from time to time, or its equivalent in a country other than the United States, or (c) applicable Law covering the Royalty-Bearing Product which precludes the Regulatory Authority in a country from granting Regulatory Approval for another product that contains the same active ingredient as that which is contained in the applicable Royalty-Bearing Product.

1.63 “ Models ”. Models means the Additional Tumor Models, Collaboration Models, the [**] Models and the OSI Active Program Models.

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1.64 “ Model Intellectual Property ”. Model Intellectual Property means any Collaboration Intellectual Property directly relating to any Model.

1.65 “ MWH ”. MWH means the Japanese Ministry of Health and Welfare.

1.66 “ NDA ”. NDA means a New Drug Application, as defined by the FDA and regulations promulgated thereunder or any successor application or procedure required to sell a Royalty-Bearing Product in the United States or an equivalent application filed with the Regulatory Authority of a country or jurisdiction other than the United States.

1.67 “ Net Sales ”. Net Sales means the gross amounts billed or invoiced by or on behalf of OSI, its Affiliates or Sublicensees to any unaffiliated Third Party for sales, leases, transfers or other dispositions of Royalty-Bearing Products throughout the Territory, less the following deductions:

(a) allowances for doubtful accounts that are attributable to sales of Royalty-Bearing Product;

(b) trade, quantity and cash discounts actually paid, granted or accrued;

(c) refunds, chargebacks and any other allowances actually paid, granted or accrued that effectively reduce the net selling price;

(d) actual product returns, credits and allowances actually paid, granted or accrued to customers in the ordinary course of business, including adjustments granted on account of price adjustments, billing errors, rejected goods, damaged or defective goods, and recalls;

(e) rebates actually paid, granted or accrued to any Governmental Authority (or branch thereof) or to any Third Party payor, administrator or contractee;

(f) discounts mandated (whether paid or accrued) by, or granted to meet the requirements of, applicable Law, including required chargebacks and retroactive price reductions;

(g) transportation, freight, postage charges and other charges, such as insurance, relating thereto, in each case included in the invoice, to such Third Parties; and

(h) taxes (including excise taxes, sales taxes and VAT), excises or other governmental charges upon or measured by the production, sale, transportation, delivery or use of goods, in each case included as a specific line item on an invoice to such Third Parties, and duties and fees relating to sales and any payments in respect of sales to any Governmental Authority.

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Notwithstanding the foregoing, the following shall not be included in Net Sales: (1) OSI’s or any of its Affiliates’ or Sublicensees’ transfer of Royalty-Bearing Products to another OSI Affiliate or Sublicensee, (2) Royalty-Bearing Products provided by OSI, an OSI Affiliate or Sublicensee for administration to patients enrolled in clinical trials or distributed through a not-for-profit foundation or entity at no charge to eligible patients provided that OSI, its Affiliates and Sublicensees receive no consideration from such clinical trials or not-for-profit foundation for such use of Royalty-Bearing Products and (3) Royalty-Bearing Products used as samples to promote additional Net Sales, in amounts consistent with normal business practices of OSI or its Affiliates or Sublicensees.

Net Sales shall be determined from books and records maintained in accordance with U.S. Generally Accepted Accounting Principles (GAAP).

If any sales, leases, transfers or other dispositions to Third Parties are made in transactions that are not at arm’s length between the buyer and the seller, then the gross amount to be included in the calculation of Net Sales shall be the amount that would have been invoiced had the transaction been conducted at arm’s length. Such amount that would have been invoiced shall be determined, wherever possible, by reference to the average selling price of the relevant Royalty-Bearing Product in arm’s-length transactions in the relevant jurisdiction.

If OSI, its Affiliate or a Sublicensee sells a Royalty-Bearing Product in unfinished form to a Third Party for resale, then the gross amount to be included in the calculation of Net Sales arising from such sale shall be the amount invoiced by a Third Party upon the first resale of the Royalty-Bearing Product in finished form, in lieu of the amounts invoiced by OSI, its Affiliate or Sublicensee when selling the Royalty-Bearing Product in unfinished form, which amounts will not be included in the calculation of Net Sales.

If, in addition to or in lieu of a transfer price paid for quantities of Royalty-Bearing Product supplied, any Third Party provides consideration to OSI, its Affiliate or Sublicensee in connection with any Royalty-Bearing Product or such Third Party’s rights or relationship with OSI, its Affiliate or Sublicensee in relation thereto, then such consideration shall be included in the calculation of Net Sales in the Calendar Quarter in which it becomes due to OSI, its Affiliate or Sublicensee (as applicable).

If a Royalty-Bearing Product is sold as part of a Combination Product in a country, the Net Sales of the Royalty-Bearing Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country, during the applicable Net Sales reporting period, by the fraction, A/(A+B), where:

A is the average sale price of the Royalty-Bearing Product by OSI, its Affiliates or Sublicensees when sold separately in finished form in such country and B is the average sale price by OSI, its Affiliates or Sublicensees of the other product(s) included in the Combination Product when sold separately in finished form in such country, in each case during the applicable Net Sales reporting period or, if sales of both the Royalty-Bearing Product and the other product(s) did not occur in such period, then in the most recent Net Sales reporting period in which sales of both occurred.

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If the Royalty-Bearing Product is sold as part of a Combination Product and is sold separately in finished form in such country, but the other product(s) included in the Combination Product are not sold separately in finished form in such country, the Net Sales of the Royalty-Bearing Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction C/D where:

C is the average sale price, in such country, of the Royalty-Bearing Product contained in such Combination Product when sold separately and D is the average sale price, in such country, for the Combination Product, in each case during the applicable Net Sales reporting period.

If the Royalty-Bearing Product is not sold separately in finished form in the country, but all of the other product(s) included in the Combination Product in such country are sold separately, the Net Sales of the Royalty-Bearing Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction (D-E)/D, where:

D is the average sale price, in such country, of the Combination Product, and E is the average sale price of the other product(s) included in the Combination Product in finished form in such country, in each case during the applicable Net Sales reporting period.

If Net Sales of the Royalty-Bearing Product when included in a Combination Product cannot be determined using the methods above, Net Sales for the purposes of determining payments based on Net Sales shall be calculated by multiplying the Net Sales of the Combination Product by the fraction of F/(F+G) where:

F is the fair market value of the Royalty-Bearing Product and G is the fair market value of all other pharmaceutical product(s) included in the Combination Product as reasonably determined in good faith by the Parties.

Where the preceding sentence is applicable, OSI shall in good faith propose to AVEO an allocation of relative value of the Royalty-Bearing Product and all other product(s) included in the Combination Product, AVEO shall in good faith consider such proposal, and the Parties shall seek to reach agreement on such allocation. If the Parties are unable to reach such agreement within thirty (30) days (or such longer period as the Parties may agree) after OSI provides such proposal, the issue shall be referred for binding resolution to a mutually agreeable individual (not affiliated with either Party) with expertise in the marketing and sales of similar pharmaceutical products (including experience in pricing and reimbursement), such resolution to occur within thirty (30) days after such referral.

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1.68 “ Nominated Target ”. Nominated Target means a Candidate Target that has been designated by the JSC either (i) for further validation pursuant to a Nominated Target Package Plan, as further described in Section 3.7(b) or (ii) pursuant to Section 3.7(c)(iii) below.

1.69 “ Non-Antibody Compound ”. Non-Antibody Compound means any composition of matter other than an Antibody. For purposes of clarity, Non-Antibody Compound includes (a) small-molecule compounds having a molecular weight that is less than or equal to 1,000 daltons, [**].

1.70 “ Non-Antibody Compound Intellectual Property ”. Non-Antibody Compound Intellectual Property means Collaboration Intellectual Property relating to the composition of a Non-Antibody Compound.

1.71 “ Non-Antibody Product ”. Non-Antibody Product means any product that contains a Non-Antibody Compound.

1.72 “ Original Effective Date ”. Original Effective Date means September 28, 2007.

1.73 “ OSI Active Program Models ”. OSI Active Program Models means tumor models driven by the OSI Active Program Targets, other than the [**] Models, that have been or may be developed by AVEO pursuant to the Research Plan. The Tumor models known as the “[**] Model” and the “[**] Model” shall be deemed OSI Active Program Models (for the [**] program and the [**] program, respectively), as if they were driven by OSI Active Program Targets.

1.74 “ OSI Active Program Target(s) ”. OSI Active Program Targets means [**] and those Targets agreed to by the Parties prior to the Original Effective Date.

1.75 “ OSI Active Program Translational Research Intellectual Property ”. OSI Active Program Translational Research Intellectual Property means the OSI Active Program Translational Research Know-How and the OSI Active Program Translational Research Patent Rights.

1.76 “ OSI Active Program Translational Research Know-How ”. OSI Active Program Translational Research Know-How means, with respect to OSI Active Program Targets, Know-How developed: [**].

1.77 “ OSI Active Program Translational Research Patent Rights ”. OSI Active Program Translational Research Patent Rights means Patent Rights that claim OSI Active Program Translational Research Know-How.

1.78 “ OSI Existing Targets ”. OSI Existing Targets means Targets other than the AVEO Existing Targets that are included on the Candidate Target List pursuant to Section 3.7(b)(i) and identified as OSI Existing Targets on the Candidate Target List.

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1.79 “ OSI Know-How ”. OSI Know-How means Know-How other than Collaboration Know-How that (a) is Controlled by OSI as of the Original Effective Date or during the Term, and (b) is (i) necessary or reasonably useful to conduct the Research Program or to research, develop, make and have made, use, offer for sale, sell or import a Product or (ii) developed or made by or on behalf of OSI or its Affiliates in the research, development, manufacture or commercialization of a Royalty-Bearing Product. For purposes of clarity, OSI Know-How includes all Know-How Controlled by OSI as of the Original Effective Date or during the Term and related to the OSI Existing Targets and the OSI Active Program Targets.

1.80 “ OSI Patent Rights ”. OSI Patent Rights means any Patent Rights Controlled by OSI during the Term that claim OSI Know-How.

1.81 “ OSI Intellectual Property ”. OSI Intellectual Property means the OSI Know-How and the OSI Patent Rights.

1.82 “Party ” and “Parties ”. Party means OSI or AVEO singly, and Parties means OSI and AVEO collectively.

1.83 “ Patent Rights ”. Patent Rights means the rights and interests in and to all issued patents and pending patent applications in any country or jurisdiction, including all provisional applications, substitutions, utility applications, divisions, continuations, continuations-in-part, registrations, re-examinations, reissues, extensions and restorations by existing or future extension or restoration mechanisms, supplementary protection certificates and restorations of patent term.

1.84 “ Phase I Clinical Trial ”. Phase I Clinical Trial means a human clinical trial in any country that meets the requirements of 21 CFR §312.21(a). Each Phase I Clinical Trial shall be deemed commenced upon dosing of the first participant in such trial.

1.85 “ Phase II Clinical Trial ”. Phase II Clinical Trial means a human clinical trial in any country that meets the requirements of 21 CFR §312.21(b). Each Phase II Clinical Trial shall be deemed commenced upon dosing of the first participant in such trial.

1.86 “ Phase III Clinical Trial ”. Phase III Clinical Trial means a human clinical trial in any country in the Territory that meets the requirements of 21 CFR §312.21(c). Each Phase III Clinical Trial shall be deemed commenced upon dosing of the first participant in such trial.

1.87 “ Phase IV Clinical Trial ”. Phase IV Clinical Trial means a post-registrational Clinical Trial conducted in any country or countries and required as a condition to, or for the maintenance of, any Regulatory Approval for a Product.

1.88 “ [**] Compound ”. [**] Compound means any Non-Antibody Compound for which the primary mechanism of action is the inhibition [**].

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1.89 “ [**] Product ”. [**] Product means any preparation in final form (other than a Product), either for sale by prescription, over-the-counter or any other method, or for administration to patients in Clinical Trials, for any and all uses in the Field, where such preparation (a) contains a [**] Compound, and (b) the Regulatory Approval of such [**] Product includes a label claim for the identification of a targeted patient population (including where such population is characterized by one or more biomarkers) Covered by OSI Patent Rights based on AVEO [**] Know How.

1.90 “ Pre-Collaboration Target(s) ”. Pre-Collaboration Target means one or more of the [**] Targets for which AVEO has compiled a target package as of the Original Effective Date. The Pre-Collaboration Targets have been identified to OSI prior to the Original Effective Date.

1.91 “ Pre-Selected Antibody Targets ”. Pre-Selected Antibody Targets means [**] of the Targets set forth on Schedule 1.91 selected by OSI upon written notice to AVEO within [**] of the Restatement Effective Date. During such [**] period, additional Targets may be listed on Schedule 1.91 upon mutual agreement of the Parties.

1.92 “ Product ”. Product means any preparation in final form, either for sale by prescription, over-the-counter or any other method, or for administration to human patients in Clinical Trials, for any and all uses in the Field, which preparation contains a Collaboration Compound, but expressly excluding any [**] Product.

1.93 “ Product Patent Rights ”. Product Patent Rights means any Patent Rights other than Collaboration Patent Rights that Cover any Product (including its composition, characteristics, properties, formulation, methods of use, methods of manufacture or methods of delivery).

1.94 “ Regulatory Approval ”. Regulatory Approval means, with respect to a Product, the granting, whether through lapse of time or otherwise, by the FDA or a comparable Regulatory Authority of approval to market a drug product in a country or other jurisdiction in the Territory.

1.95 “ Regulatory Authority ”. Regulatory Authority means any applicable government regulatory authority involved in granting approvals for the manufacturing, marketing, reimbursement and/or pricing of a Royalty-Bearing Product or an Antibody Product, as the case may be, in the Territory, including, in the United States, the United States Food and Drug Administration and any successor governmental authority having substantially the same function.

1.96 “ Research Program ”. Research Program means the research activities undertaken by the Parties pursuant to this Agreement and the Research Plan. The preliminary Research Plan was exchanged between the Parties prior to the Original Effective Date.

1.97 “ Research Program Year ”. Research Program Year means the annual period commencing on the Research Program Commencement Date and ending twelve months thereafter (the “ First Research Program Year ”), and each succeeding twelve

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(12) month period thereafter during the Research Program Term (referred to as the “ Second Research Program Year ”, the “ Third Research Program Year ”, and Fourth Research Program Year ”; provided that, the Fourth Research Program Year shall only be comprised of the eight (8)-month period ending June 30, 2011.

1.98 “ Royalty-Bearing Product ”. Royalty-Bearing Product means any Product or [**] Product.

1.99 “ Specified Antibody Targets ”. Specified Antibody Targets means the Pre-Selected Antibody Targets and any Additional Antibody Targets.

1.100 “ Specified Antibody Intellectual Property ”. Specified Antibody Intellectual Property means Collaboration Intellectual Property relating to the composition of a Collaboration Antibody.

1.101 “ Sublicensee ”. Sublicensee means a Third Party to whom a Party (or its Affiliate) has granted a license or sublicense under the AVEO Intellectual Property, AVEO Platform Intellectual Property, AVEO Bioinformatics Data, the Collaboration Intellectual Property, the AVEO [**] Know-How or the OSI Intellectual Property, as the case may be, to research, develop, make and have made, offer for sale, sell or import a Royalty-Bearing Product, Non-Antibody Product or Collaboration Antibody, as the case may be; provided , however , that a Sublicensee shall not include any distributor, dealer or reseller or the like.

1.102 “ Target ”. Target means a protein, including all expressed and modified, ligand-bound variants of such protein and genes encoding such proteins, and any stably associated multiprotein complex in which such protein is known to be active.

1.103 “ Target Intellectual Property ”. Target Intellectual Property means any Collaboration Intellectual Property which specifically relates to the identification, properties, characteristics or uses of any Candidate Target, Nominated Target or Collaboration Target. For clarity, Target Intellectual Property excludes (a) the OSI Active Program Targets and any intellectual property rights therein, (b) Targets driving [**] Models and (c) therapeutic uses of any modulator of a Target.

1.104 “ Territory ”. Territory means all countries in the world.

1.105 “ Third Party ”. Third Party means an entity other than OSI and its Affiliates, and AVEO and its Affiliates.

1.106 “ Third Party Target(s) ”. Third Party Target(s) means one or more of the [**] Targets with respect to which AVEO has previously granted rights in the Field to a Third Party, provided that any such Target shall cease to be a Third Party Target if and when such Target is no longer subject to such previously granted rights.

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1.107 “ Transferred Cell Line ”. Transferred Cell Line shall mean a frozen in vitro propagated cell line derived from an OSI Active Program Model or a Collaboration Model, which cell line has been characterized and shown to express the gene of interest without the expression of the doxycycline induced gene.

1.108 “ Translational Research Intellectual Property ”. Translational Research Intellectual Property means the Translational Research Know-How and the Translational Research Patent Rights.

1.109 “ Translational Research Know-How ”. Translational Research Know-How means, with respect to Nominated Targets, Specified Antibody Targets and Collaboration Targets, and on a Nominated Target-by-Nominated Target, Specified Antibody Target-by-Specified Antibody Target and Collaboration Target-by-Collaboration Target basis (as the case may be), Collaboration Know-How: [**].

1.110 “ Translational Research Patent Rights ”. Translational Research Patent Rights means Patent Rights that claim Translational Research Know-How.

1.111 “ Valid Claim ”. Valid Claim means any claim of an issued and unexpired Patent Right that has not been revoked or held unenforceable or invalid by a final decision of a court or other Governmental Authority of competent jurisdiction, which decision is not appealable or has not been appealed within the time allowed for appeal, and that has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise.

1.112 Each of the following definitions is set forth in the section of this Agreement indicated below:

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ARTICLE II

RESEARCH PROGRAM

2.1 General . AVEO and OSI shall engage in the Research Program upon the terms and conditions set forth in this Agreement. The activities to be undertaken in the course of the Research Program are set forth in a yearly research plan which may be amended from time to time upon the agreement of the JSC (as defined below) (including, an amendment to be completed by the Restatement Effective Date) (as so amended, the “ Research Plan ”). Pursuant to and in compliance with the Original Agreement, the Parties finalized the Research Plan for the First Research Program Year within thirty (30) days after the Original Effective Date, and such final Research Plan included the agreed Candidate Target List developed by the Parties pursuant to Section 3.7(b)(i).

2.2 Research Program Term . Except as otherwise provided herein, the term of the Research Program commenced on October 29, 2007 (the “ Research Program Commencement Date ”) and shall expire on June 30, 2011 (the “ Research Program Term ”).

2.3 Conduct of the Research Program; Project Leaders .

(a) AVEO and OSI shall each use Commercially Reasonable Efforts to conduct the Research Program in good scientific manner and to achieve their objectives efficiently and expeditiously. AVEO and OSI shall use Commercially Reasonable Efforts to (i) proceed diligently with the work set out in the Research Plan, (ii) allocate sufficient time, effort, equipment and facilities to the Research Program, and (iii) use personnel with sufficient skills and experience as are required to accomplish the Research Program in accordance with this Agreement and the Research Plan.

(b) Pursuant to and in compliance with the Original Agreement, each Party has appointed a senior representative having a general understanding of pharmaceutical discovery and development issues to act as its project leader under this Agreement (the “ Project Leader ”). The Project Leaders serve as the contact point between the Parties, and are primarily responsible for: (i) facilitating the flow of information and otherwise promoting communication, coordination and collaboration between the Parties; (ii) providing single point communication for seeking consensus both internally within the respective Party’s organization and together, including facilitating review of external corporate communications; and (iii) raising cross-Party and/or cross-functional disputes in a timely manner.

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(c) Either Party shall have the right to utilize the service of a Third Party to perform its Research Program obligations upon the prior written consent of the other Party. Notwithstanding any such consent, such Party shall remain at all times fully liable for its responsibilities under the Research Program and this Agreement.

(d) AVEO and OSI shall conduct the Research Program in accordance with all applicable Laws, including, all current governmental regulatory requirements concerning Good Laboratory Practices. In addition, if animals are used in the conduct of the Research Program, AVEO and OSI will comply with the Animal Welfare Act and the requirements of the American Association for the Accreditation of Laboratory Animal Care or any other applicable Laws relating to the care and use of laboratory animals. The Parties are each encouraged to use the highest standards of animal care and husbandry, such as those set forth in the Guide for the Care and Use of Laboratory Animals (NRC, 1996), for the humane handling, care and treatment of research animals. To the best of its knowledge, each Party hereby certifies that it will not employ or otherwise use in any capacity the services of any person debarred under 21 USC §335a in performing any activities hereunder.

2.4 Governance; Joint Steering Committee . Pursuant to and in compliance with the Original Agreement, the Parties established a joint steering committee (the “ Joint Steering Committee ” or “ JSC ”) to oversee and facilitate the Research Program.

(a) Composition of the Joint Steering Committee . The JSC shall be comprised of three (3) named representatives of OSI and three (3) named representatives of AVEO (or such other number as the Parties may agree). Pursuant to and in compliance with the Original Agreement, each Party designated by written notice to the other Party its initial representatives on the JSC within thirty (30) days after the Original Effective Date. Each Party may replace one or more of its representatives, in its sole discretion, effective upon notice to the other Party of such change. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Research Program. Notwithstanding the foregoing, the leading representative of each Party on the JSC shall be the Senior Vice President, Oncology Research of OSI and the Vice President, Translational Research of AVEO. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend JSC meetings, subject to such representative’s and consultant’s written agreement to comply with confidentiality obligations substantially the same as those set forth in Article V. Each Party shall bear its own expenses related to the attendance of JSC meetings by its representatives. The JSC shall be chaired by a representative of the Parties, to alternate during each Research Program Year, with the chair for the First Research Program Year previously appointed by OSI. The JSC shall be disbanded upon expiration of the Research Program Term.

(b) Meetings of the JSC During the Research Program Term . The JSC shall meet in accordance with a schedule established by mutual written agreement of the Parties, but no less frequently than once per Calendar Quarter, with the location of such meetings alternating between AVEO and OSI facilities (or such other location as is determined by the JSC). Alternatively, the JSC may meet by means of teleconference, videoconference or other similar communications equipment.

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(c) Function and Powers of the JSC . The JSC’s responsibilities shall include:

(i) approving the Research Plan for each Research Program Year;

(ii) approving any changes to the Parties’ Project Leaders;

(iii) facilitating ongoing cooperation and communication between the Parties with respect to the Research Program;

(iv) providing a forum for discussion of the Research Plans, the status of the Research Program, and relevant data;

(v) considering and advising on technical issues and issues of priority that arise in the conduct of the Research Program;

(vi) review and track the exchange and use of Materials (as defined below) pursuant to Section 2.5;

(vii) reviewing and advising on any budgetary and economic matters relating to the Research Program, including establishing a budget for significant out of pocket expenses (e.g. sequencing, microarray analyses, etc.);

(viii) determining if additional validation work is warranted with respect to any Nominated Target Package, and overseeing any such additional validation work;

(ix) developing the Candidate Target List, and adding and removing Targets to or from the Candidate Target List;

(x) prioritizing Candidate Targets;

(xi) designating Nominated Targets and establishing the number of Candidate Targets to be designated as Nominated Targets;

(xii) on a Nominated Target-by-Nominated Target basis, establishing the requirements for each Nominated Target Package;

(xiii) establishing a list of Final Nominated Targets as of the expiration of the Candidate Target Exclusivity Period pursuant to Section 3.7(c)(iii);

(xiv) the allocation of resources (FTEs) pursuant to the Research Plans;

(xv) serving as a forum for informal resolution of disagreements that may arise in the relation to the Parties activities under the Research Program;

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(xvi) determining and approving the overall strategy for publications and presentations pursuant to Sections 5.3 and 5.4;

(xvii) determining which Additional Tumor Models are created pursuant to the Research Plan;

(xviii) determining which Tumor Archives are created and the timing of such creation under the Research Plan;

(xix) determining which cell lines are created in support of (a) the development of new DC tumor models, (b) the development of chimeric mouse tumor models and (c) drug discovery efforts on Collaboration Targets;

(xx) reviewing requests regarding the use of the AVEO bioinformatics platform pursuant to the Research Plan, and overseeing the training of OSI team members on using the AVEO bioinformatics platform in accordance with Section 2.15; and

(xxi) developing the Tech Transfer Plan and facilitating ongoing cooperation and communication with respect to the Technology Transfer.

(d) Decision-making . At least [**] JSC representatives from each Party must participate in a meeting of the JSC (or any subcommittee thereof) in order for there to be a quorum for such meeting. All decisions of the JSC shall be made by the unanimous vote of the members of the JSC, with the JSC representatives of each Party collectively having one vote. The Parties shall use reasonable good faith efforts to reach consensus on all issues within the jurisdiction of the JSC. If members of the JSC cannot agree with respect to a particular issue within the JSC’s jurisdiction, then the OSI representative(s) will have the right to resolve the issue at their discretion, and their decision will be deemed the decision of the JSC; provided that [**].

(e) Limitations on JSC Authority . The JSC shall have no power to amend, modify or waive compliance with this Agreement. It shall have only such powers as are specifically set forth in this Agreement for the JSC to perform. The JSC’s meeting minutes, regardless of whether signed by senior representatives of both Parties, shall not be deemed to amend, modify or waive compliance with this Agreement. Notwithstanding any other provision of this Section 2.4, no decision shall be made by the JSC or either Party which is inconsistent with this Agreement or imposes any obligation or burden on the other Party that is outside the scope of this Agreement.

2.5 Materials Transfer . In order to facilitate the Research Program, either Party may provide to the other Party certain tangible biological materials or chemical compounds, including AVEO’s proprietary Models and Transferred Cell Lines derived from such Models, Collaboration Compounds, receptors, assays, reagents and screens (collectively, “ Materials ”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program. For purposes of clarity, biological materials and chemical compounds, including the Additional Tumor Models and Tumor Archives, transferred pursuant to Section 10.2 shall not be considered Materials under this Agreement. The transfer of any such Materials shall be conducted pursuant to the terms of this Agreement, including the following:

(a) Any Know-How or Inventions, including any intellectual property rights therein, developed, made or conceived through use of the Materials (other than (i) [**] Models, (ii) the OSI Active Program Models, (iii) the [**] Models and (iv) the Transferred Cell Lines derived from OSI Active Program Models) shall be deemed Collaboration Intellectual Property under this Agreement.

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(b) All Materials supplied by one Party to the other Party shall remain the sole property of the supplying Party and shall be used (i) only in furtherance of the Research Program or for the specific purpose provided for in the Research Plan, and (ii) solely under the control of the receiving Party. In the event a Party uses Materials provided by the other Party for purposes other than in furtherance of the Research Program or for the specific purpose provided in the Research Plan, the other Party shall solely own any results, discoveries or inventions arising out of such use. The Materials may not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not be used in research or testing involving human subjects, except as expressly contemplated as a part of the Research Program. All Materials shall be returned to the supplying Party or destroyed (at the election of the supplying Party) promptly after completion of the permitted use. The use of the Materials shall comply with restrictions and conditions on use (if any) imposed by Third Parties. Notwithstanding anything to the contrary herein, the obligations set forth in this Section 2.5(b) shall not apply to any [**] Models transferred pursuant to Section 2.12 below.

(c) The Parties shall cooperate in determining if one or more Third Party licenses are necessary to use the Materials as contemplated under the Research Program. OSI shall be solely responsible for obtaining any necessary Third Party licenses prior to receiving Materials from AVEO. AVEO has disclosed to OSI all necessary Third Party licenses relating to AVEO’s basic modeling technology of which it is aware as of the Restatement Effective Date.

(d) THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. Any Materials supplied by one Party to the other Party must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known.

2.6 Records and Reports .

(a) Records . Each Party shall maintain records, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, which shall fully and properly reflect all work done and results achieved in the performance of the Research Program by or on behalf of such Party.

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(b) Reports to the JSC . At each JSC meeting, each Party shall provide to the other Party a report on the progress of the Research Program, evaluating the work performed in relation to the goals of the Research Program. Each Party shall provide such other information required by the Research Program or reasonably requested by the other Party relating to the progress of the goals or performance of the Research Program. In addition, at each JSC meeting AVEO and OSI shall disclose to the JSC the development, making, conception and/or reduction to practice of any Collaboration Know-How.

(c) Activities after Research Program Term . After the expiration of the Research Program Term, OSI shall continue to keep AVEO apprised, once each Calendar Quarter, of the status of OSI’s research, development and/or commercialization activities regarding (i) Collaboration Targets, Collaboration Compounds and Royalty-Bearing Products, and (ii) OSI Active Program Targets and corresponding products by providing written summaries regarding relevant Collaboration Targets, Collaboration Compounds and Royalty-Bearing Products to AVEO within thirty (30) days after the expiration of each Calendar Quarter commencing with the first Calendar Quarter following the expiration of the Research Program Term. In addition, upon either Party’s request to be exercised no more than twice in any Calendar Year, a meeting of the Parties shall be convened to review OSI’s activities with respect to the research, development and/or commercialization of Collaboration Targets, Collaboration Compounds and Royalty-Bearing Products. Such meeting shall be held at the facilities of the Party not requesting the meeting, or at a mutually agreed location, and shall be attended by at least two (2) representatives of AVEO and at least two (2) representatives of OSI responsible for the continued development and commercialization of Collaboration Targets, Collaboration Compounds and Royalty-Bearing Products. Each Party shall bear its own expenses in connection with attending any such meetings.

2.7 Exclusivity Regarding Targets .

(a) Subject to the exceptions set forth in Section 2.8, except with respect to research and development activities pursuant to this Agreement, neither AVEO nor its Affiliates shall, nor shall any of them grant rights to Third Parties to, conduct any research program having the goal of validating or conducting biomarker research on any Candidate Target for the discovery or development of Non-Antibody Compounds for use in the Field during the Candidate Target Exclusivity Period.

(b) After the Candidate Target Exclusivity Period and during the remainder of the Research Program Term, subject to the exceptions set forth in Section 2.8, except with respect to research and development activities pursuant to this Agreement, neither AVEO nor its Affiliates shall, nor shall any of them grant rights to Third Parties to, conduct any research program having the goal of validating or conducting biomarker research on any Nominated Target for the discovery or development of Non-Antibody Compounds for use in the Field.

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(c) After the Candidate Target Exclusivity Period and during the remainder of the Research Program Term, subject to the exceptions set forth in Section 2.8, except with respect to research and development activities pursuant to this Agreement, neither AVEO nor its Affiliates shall, nor shall any of them grant rights to Third Parties to, conduct any research program having the goal of validating or conducting biomarker research on any Pre-Selected Antibody Target to which OSI has exercised its Option pursuant to Section 3.7(c) below, for the discovery or development of the applicable Collaboration Antibody for use in the Field.

2.8 Exceptions . The prohibitions set forth in Section 2.7 do not apply to any of the following:

(a) Excluded Targets and Non-Antibody Compounds Directed to Excluded Targets;

(b) [**] and [**] and Non-Antibody Compounds Directed to [**] and [**];

(c) OSI Active Program Targets and Non-Antibody Compounds Directed to OSI Active Program Targets;

(d) AVEO Targets and Non-Antibody Compounds Directed to AVEO Targets;

(e) Antibodies directed to any Target other than the Specified Antibody Targets; and

(f) where AVEO’s involvement in such activity results from AVEO’s acquisition of or by a Third Party (by merger or otherwise), and such Third Party was engaged in such activity prior to such acquisition or merger; provided that (i) AVEO shall not provide any such Third Party with rights or access to (A) OSI Intellectual Property, or (B) Collaboration Intellectual Property for use in connection with activities prohibited by Section 2.7 if undertaken by AVEO, and (ii) in the case where AVEO acquires a Third Party (by merger or otherwise), AVEO does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior to the acquisition.

2.9 AVEO Targets . Notwithstanding any other provision of this Agreement, if, at any time during the Research Program Term, a Target becomes an AVEO Target, and AVEO has not entered into an agreement with a Third Party that grants rights to such Third Party inconsistent with the rights that would be licensed to OSI under Sections 3.5 and 3.9 were such AVEO Target a Collaboration Target, OSI may, on written notice to AVEO, request that AVEO include such AVEO Target in the Research Program. AVEO shall promptly consider OSI’s request in good faith, and if, in its sole discretion, AVEO agrees to include such AVEO Target in the Research Program, such AVEO Target shall be designated as a Nominated Target.

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2.10 AVEO Third Party Programs .

(a) If, at any time during the Research Program Term, AVEO, alone or in collaboration with a Third Party, wishes to commence activities with respect to a Target that would otherwise violate the provisions of Section 2.7(a) (and such activities are not covered by an exception set forth in Section 2.8), AVEO may request, by written notice to OSI, that such Target be designated as an Excluded Target. OSI shall promptly consider AVEO’s request in good faith, and if, in its sole discretion, OSI agrees to designate such Target as an Excluded Target, such Target shall be designated as an Excluded Target and the provisions of Section 2.7 shall no longer apply to such Target.

(b) With respect to any Third Party Target, AVEO agrees to promptly notify OSI of the identity of such Third Party Target if and when AVEO is no longer subject to confidentiality restrictions regarding the disclosure of such Third Party Target.

2.11 Partnering of AVEO Antibody Programs . If, at any time during the Candidate Target Exclusivity Period, AVEO elects to seek a partner specifically with respect to a single program for the research, development or commercialization of Antibody Products Directed to (a) the Targets known as [**], or (b) the Target known as [**], (c) the Target known as [**], or (d) any Nominated Target or Collaboration Target, then AVEO will contact OSI and provide OSI access to information related thereto and relevant to OSI’s determination of interest in initiating partnering discussions, to the same extent as such information is being provided to other interested Parties; provided that AVEO shall also be free to engage in partnering discussions with Third Parties concurrently with any discussions with OSI, and this provision shall not be construed as granting OSI any priority in such negotiations. Negotiations regarding strategic partnerships involving multiple programs or merger and acquisition discussions shall be excluded from the application of this provision.

2.12 [**] Models . AVEO has delivered, and OSI acknowledges receipt of, the [**] Model specified in Section 2.12 of the Original Agreement. AVEO hereby agrees to use Commercially Reasonable Efforts to deliver additional [**] Models to OSI, as selected and requested by OSI, within [**] days after OSI’s written request. Notwithstanding anything to the contrary herein, OSI may transfer an [**] Model (including the rights to use such [**] Model as provided in Section 3.5(b)(i)) only to a Third Party in connection with the sublicense by OSI to such Third Party of (a) rights to research, develop, make and have made, use, offer for sale, sell and import Non-Antibody Compounds or Collaboration Antibodies related to such [**] Model, or (b) the right to develop diagnostics associated with Non-Antibody Compounds or Collaboration Antibodies related to such [**] Model.

2.13 OSI Active Program Model(s) and Activities . AVEO will use Commercially Reasonable Efforts to (a) develop and deliver to OSI an OSI Active Program Model if requested by OSI, and (b) conduct research using the Human Response Prediction™ Research, in each case pursuant to the Research Plan.

2.14 Transfer of Transferred Cell Lines . Upon written request by OSI, AVEO shall [**]. Notwithstanding anything in this Agreement to the contrary, AVEO hereby agrees that Transferred Cell Lines shall be treated as Materials under the Agreement and, except as set forth in this Section 2.14, subject to all provisions regarding transfer of Materials as set forth in the Agreement. Upon payment of the Milestone by OSI to AVEO set forth in 6.4(a)(ii), notwithstanding the provisions of Section 2.5(b), OSI shall not be required to return the Transferred Cell Lines.

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2.15 Access to AVEO Bioinformatics Platform . Under the direction of the Project Leaders, AVEO shall provide remote access during the Research Program Term to the AVEO Bioinformatics Tools and AVEO Bioinformatics Data to [**] of OSI at a time) to utilize the AVEO Bioinformatics Tools in the exercise of the license granted to OSI under Section 3.5(d) below. The AVEO Bioinformatics Tools and AVEO Bioinformatic Data shall be deemed AVEO Confidential Information and subject to Article V of this Agreement. OSI agrees that it will not (a) sell, lease, rent, display, license, sublicense, transfer, provide, disclose, or otherwise make available to, or permit the use of, or access to, the AVEO Bioinformatics Tools, in whole or in part, to any Third Party, or otherwise use the AVEO Bioinformatics Tools on a “service bureau” basis.

2.16 Creation of Additional Tumor Models . Upon the Restatement Effective Date, the Parties agree to amend the Research Plan to include use by AVEO of Commercially Reasonable Efforts to create the chimeric tumor models and DC tumor models driven by Targets other than Collaboration Targets for use in the Research Program (the “ Additional Tumor Models ”). For purposes of clarification, Additional Tumor Models shall not include Target-specific tumor models Directed to Excluded Targets.

2.17 Delivery of Additional [**] Models . Upon the mutual agreement of the Parties and payment of the fee set forth in Section 6.1(e) below, AVEO shall deliver to OSI up to [**] tumor models driven by the Targets known as [**] (“[**] Models ”).

ARTICLE III

INTELLECTUAL PROPERTY RIGHTS AND GRANTS OF RIGHTS

3.1 Intellectual Property and Materials Solely Owned by AVEO . AVEO shall own the entire right, title and interest in and to: (a) the AVEO Intellectual Property; (b) the Model Intellectual Property, (c) the Target Intellectual Property, (d) the AVEO Bioinformatics Tools, (e) the AVEO Bioinformatics Data, (f) the AVEO Bioinformatics Source Code, (g) the AVEO Platform Intellectual Property, (h) the AVEO [**] Know-How and (i) the [**] Intellectual Property.

3.2 Intellectual Property Solely Owned by OSI . OSI shall own the entire right, title and interest in and to: (a) OSI Intellectual Property; (b) Product Patent Rights, (c) OSI Active Program Translational Research Intellectual Property; (d) Non-Antibody Compound Intellectual Property; (e) Specified Antibody Intellectual Property, (f) Additional Tumor Model Translational Research Intellectual Property; (g) Translational Research Intellectual Property relating directly to Pre-Selected Antibody Targets and (h) upon exercise of the Option with respect to a particular Collaboration Target, the Translational Research Intellectual Property relating directly to such Collaboration Target (“ Collaboration Target Translational Research Intellectual Property ”).

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3.3 Intellectual Property and Materials Jointly Owned by the Parties .

(a) The Parties will jointly own:

(i) Translational Research Intellectual Property relating directly to a Nominated Target (the “ Nominated Target Translational Research Intellectual Property ”); and

(ii) all Collaboration Intellectual Property other than (A) Model Intellectual Property; (B) Target Intellectual Property; (C) Collaboration Target Translational Research Intellectual Property (including Translational Research Intellectual Property relating directly to Pre-Selected Antibody Targets), (D) OSI Active Program Translational Research Intellectual Property, (E) Additional Tumor Model Translational Research Intellectual Property, (F) Specified Antibody Intellectual Property and (G) Non-Antibody Compound Intellectual Property.

The Nominated Target Translational Research Intellectual Property and the Collaboration Intellectual Property identified in Section 3.3(a)(ii) shall be referred to herein as the “ Joint Intellectual Property ”, and Patent Rights within the Joint Intellectual Property shall be referred to herein as “ Joint Patent Rights .”

(b) Subject to the licenses granted in Sections 3.6(b) and 3.8(a), either Party may use or license or sublicense to Affiliates or Third Parties all or any portion of its interest in Joint Intellectual Property throughout the world without the prior written consent of the other Party, without restriction and without the obligation to provide compensation to the other Party; provided that (i) OSI shall have no right to use, license or sublicense its interest in the Nominated Target Translational Research Intellectual Property except as required to perform its obligations under the Research Program, and (ii) AVEO shall have no right to use, license or sublicense its interest in Nominated Target Translational Research Intellectual Property except (A) as required to perform its obligations under the Research Program, (B) in connection with the discovery, development and commercialization of Antibody Products and associated diagnostics, and (C) in connection with the discovery, development and commercialization of Non-Antibody Products Directed to AVEO Targets and associated diagnostics.

(c) Subject to Section 3.3(b)(i), OSI covenants not to use the Translational Research Intellectual Property for any purpose other than (i) the discovery, development and commercialization of diagnostics related to Non-Antibody Products and Collaboration Antibodies, (ii) the discovery, development and commercialization of Non-Antibody Products and Collaboration Antibodies in the Field, unless OSI delivers the Expansion Notice and pays the Initial License Expansion Fee, in which case OSI shall be entitled to use the Translational Research Intellectual Property for the discovery, development and commercialization of OSI Non-Antibody Products and Collaboration Antibodies, (iii) the sublicense of the Translational Research Intellectual Property in

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connection with the discovery, development and commercialization of diagnostics related to Non-Antibody Products and Collaboration Antibodies, and (iv) the sublicense of the Translational Research Intellectual Property in connection with the discovery, development and commercialization of Non-Antibody Products and Collaboration Antibodies in the Field, unless OSI delivers the Expansion Notice and pays the Initial License Expansion Fee, in which case OSI shall be entitled to sublicense the Translational Research Intellectual Property in connection with the discovery, development and commercialization of OSI Non-Antibody Products and Collaboration Antibodies, all in accordance with this Agreement.

3.4 Inventorship; Implementation of Sole and Joint Ownership .

(a) For purposes of this Agreement, inventorship shall be determined in accordance with United States patent Laws.

(b) To implement the rights of sole and joint ownership throughout the world as provided for in Sections 3.1, 3.2 and 3.3, each Party hereby assigns to the other Party, and hereby grants to the other Party all consents, licenses and waivers, in each case that are necessary to achieve such sole or joint ownership and the rights associated with such sole or joint ownership worldwide, and agrees to provide documents evidencing or that may be required to record such assignments, consents, licenses and waivers promptly upon the other Party’s request. Each of the foregoing assignments and other grants is coupled with an interest. Promptly after requested in writing, each Party shall provide to the other all documents and instruments required to evidence or record any such assignments, consents, licenses or waivers, or (to the extent otherwise consistent with this Agreement) to enforce rights in the assigned Patent Rights. Each Party hereby appoints the other Party as the appointing Party’s attorney-in-fact to execute and deliver each of the foregoing documents and instruments if the other Party is unable, after making reasonable inquiry, to obtain the appointing Party’s signature on any such documents and instruments. This Section 3.4 shall not be deemed, read, or used to contradict or undermine the Parties’ rights and obligations as otherwise set forth in this Article III, or as set forth in Article VI and Article VII.

3.5 Licenses to OSI .

(a) Research License . During the Research Program Term, AVEO grants to OSI, and OSI accepts, a world-wide, royalty-free, non-exclusive license, without the right to grant sublicenses, under the AVEO Intellectual Property, and AVEO’s interest in the Collaboration Intellectual Property (including AVEO’s interest in the Model Intellectual Property and the Target Intellectual Property), solely to the extent necessary to conduct activities assigned to it under the Research Plan; provided that, AVEO hereby agrees, during the Research Program Term, not to grant any rights to a Third Party with respect to Model Intellectual Property specific to OSI Active Program Models known as the [**] Models and [**] Models (the “ Specified Models ”). For purposes of clarification, AVEO shall retain the ability to use the Model Intellectual Property related to the Specified Models for research and development purposes, including for the conduct of research or development activities on behalf of or in collaboration with Third Parties.

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(b) License Right to Models .

(i) AVEO hereby grants to OSI a non-exclusive, perpetual, royalty free license, including the right to grant sublicenses in accordance with Section 3.9(b), to use any [**] Model delivered pursuant to Section 2.12 solely for OSI’s internal research, development and commercialization purposes to test Non-Antibody Compounds or Collaboration Antibodies.

(ii) AVEO hereby grants to OSI a non-exclusive, perpetual royalty-free license, including the right to grant sublicenses in accordance with Section 3.9(b) to use the OSI Active Program Models delivered pursuant to Section 2.13 solely for its internal research, development and commercialization purposes to test Non-Antibody Compounds against the OSI Active Program Targets, without restriction or further obligation to AVEO, other than the payment obligations set forth in Section 6.8.

(iii) AVEO hereby grants to OSI a non-exclusive, perpetual, royalty free license, including the right to grant sublicenses in accordance with Section 3.9(b), to use the [**] Models delivered pursuant to Section 2.17 solely for its internal research, development and commercialization purposes to test Non-Antibody Compounds without restriction or further obligation to AVEO, other than the payment obligations set forth in Section 6.1(e).

(c) AVEO [**] Index . Subject to the provisions of Section 3.8(b), AVEO hereby grants to OSI an exclusive, world-wide, royalty-bearing, perpetual (subject to Article IX below) license, including the right to grant sublicenses in accordance with Section 3.9(b), under the AVEO [**] Know-How, to research, develop, make and have made, use, offer for sale, sell and import [**] Compounds and [**] Products and associated diagnostics; provided that, AVEO shall retain the right to (i) use the AVEO [**] Know-How for any research (including internal use related to existing and future Third-Party collaborations), development and commercialization of products and associated diagnostics, and (ii) grant licenses under the AVEO [**] Know-How in connection with any research, development and commercialization of AVEO’s proprietary compound know as tivozanib (AV-951).

(d) AVEO Bioinformatics Platform .

(i) AVEO hereby grants to OSI a non-exclusive, world-wide, royalty-free license, without the right to grant sublicenses, during the Research Program Term to use the then current version of the AVEO Bioinformatics Tools, as in existence during the Research Program Term, in object code form only, via remote access as set forth in Section 2.15 above, to research, develop and commercialize Non-Antibody Compounds, Collaboration Antibodies and associated diagnostics. OSI may freely use the resultant data from use of the AVEO Bioinformatics Tools without restriction.

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(ii) AVEO hereby grants to OSI a non-exclusive, world-wide, perpetual (subject to Article IX below), royalty-free license, including the right to grant sublicenses in accordance with Section 3.9(b), to use, copy, manipulate and modify the AVEO Bioinformatics Data to research, develop and commercialize Non-Antibody Compounds, Collaboration Antibodies and associated diagnostics.

(iii) Effective as of the date of expiration of the Research Program Term and subject to the payment of either the fee set forth in Section 6.1(g) below or the Initial License Expansion Fee set forth in Section 6.1(f)(i) AVEO shall grant to OSI a non-exclusive, world-wide, perpetual (subject to Article IX below), royalty-free license, without the right to grant sublicenses, to use the AVEO Bioinformatics Tools in existence as of the Restatement Effective Date, including the Bioinformatics Tools Source Code, to research, develop and commercialize Non-Antibody Compounds, Collaboration Antibodies and associated diagnostics, including the right to modify, enhance and create derivative works of the AVEO Bioinformatics Tools; provided that, OSI shall not take any action that would cause the AVEO Bioinformatics Tools, including the Bioinformatics Tools Source Code, to be placed in the public domain. Upon payment of the fee set forth in Section 6.1(g), AVEO shall (A) deliver to OSI the Bioinformatics Tools Source Code in a medium to be agreed by the Parties by no later than [**] days after the expiration of the Research Program Term, (B) use Commercially Reasonable Efforts to provide OSI with technical support in order to enable OSI to independently utilize the AVEO Bioinformatics Tools, including the Bioinformatics Tools Source Code and (C) deliver, contemporaneously with the Bioinformatics Tools Source Code, the documentation set forth in Schedule 3.5(d)(iii) . Promptly after the Restatement Effective Date, AVEO will deposit a current copy of the Bioinformatics Tools Source Code with a mutually agreed Third Party escrow agent (the “ Escrow Agent ”). In addition, within [**] months of the Restatement Effective Date, AVEO will deposit materials and annotations related to the Bioinformatics Tools Source Code in a form usable by a reasonably trained programmer with the Escrow Agent. The Escrow Agent will maintain the Bioinformatics Tools Source Code and such related materials and annotations pursuant to an escrow agreement (the “ Escrow Agreement ”) in a form and with terms acceptable to AVEO and OSI, to be entered into by AVEO, OSI and the Escrow Agent within [**] month after the Restatement Effective Date. The Bioinformatics Tools Source Code and such related materials and annotations shall be released to OSI from the Escrow Agent upon the payment to AVEO of either the fee set forth in Section 6.1(g) or the Initial License Expansion Fee set forth in Section 6.1(f)(i), as detailed more fully in the Escrow Agreement.

(iv) Subject to Section 8.2(g) OSI shall be solely responsible for obtaining any necessary Third Party licenses prior to receiving the rights granted to OSI under Section 2.15 and this Section 3.5(d).

(e) License to Antibodies for Diagnostic Use . AVEO hereby grants to OSI a non-exclusive, perpetual (subject to Article IX above), world-wide, royalty-free license, including the right to grant sublicenses in accordance with Section 3.9, under the AVEO Intellectual Property and AVEO’s interest in the Collaboration Intellectual Property to research, develop, make and have made, use, offer for sale, sell and import Antibodies solely for diagnostic use in connection with OSI products.

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3.6 Licenses to AVEO .

(a) Non-Exclusive Licenses During Research Program Term . During the Research Program Term, OSI grants to AVEO, and AVEO accepts, a worldwide, royalty-free non-exclusive license, without the right to grant sublicenses, under the OSI Intellectual Property, and OSI’s interest in the Collaboration Intellectual Property (including OSI’s interest in the Translational Research Intellectual Property) and Product Patent Rights, solely to the extent necessary to conduct activities assigned to it under the Research Plan.

(b) Exclusive Licenses to Collaboration Intellectual Property . OSI hereby grants to AVEO an exclusive, world-wide, perpetual (subject to Article IX below) license, with the right to grant sublicenses, under OSI’s interest in the Collaboration Intellectual Property, other than the Non-Antibody Compound Intellectual Property and Specified Antibody Intellectual Property, (i) to make and have made, use, offer for sale, sell and import Antibody Products Directed to any Target other than Specified Antibody Targets, and associated diagnostics, and (ii) to make, have made, use, offer for sale, sell and import Non-Antibody Products Directed to AVEO Targets and associated diagnostics.

(c) Exclusive Licenses to Additional Tumor Model Translational Research Intellectual Property . OSI hereby grants to AVEO an exclusive, world-wide, perpetual license, with the right to grant sublicenses, under the Additional Tumor Model Translational Research Intellectual Property to make and have made, use, offer for sale, sell and import Antibody Products Directed to any Target other than Specified Antibody Targets, and associated diagnostics.

3.7 Exclusive Option for Collaboration Targets . For each of the Final Nominated Targets (as defined below) and Additional Antibody Targets, AVEO hereby grants to OSI, on a Nominated Target-by-Nominated Target and Additional -Antibody-Target-by- Additional-Antibody-Target basis, an exclusive option to obtain an exclusive (even as to AVEO) license (in accordance with Section 3.8) to up to [**] of such Collaboration Targets during the Research Program Term, pursuant to and subject to the provisions of this Section 3.7 (the “ Option ”); provided that, an Additional Antibody Target shall be subject to the provisions of Sections 3.7 and 3.8 but shall not be counted as one of such [**] Collaboration Targets.

(a) Initial Procedure for Pre-Collaboration Targets . Prior to the Restatement Effective Date, AVEO submitted to OSI target packages with respect to each of the [**] Pre-Collaboration Targets (each a “ Pre-Collaboration Target Package ”) pursuant to and in compliance with the Original Agreement. Pursuant to the terms of the Original Agreement, OSI elected to exercise its Option with respect to [**] of the Pre-Collaboration Targets and, accordingly, the remaining [**] Pre-Collaboration Targets became both AVEO Targets and Reverted Targets (as defined in Section 3.7(c)(ii) below).

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(b) Initial Procedure for Candidate Targets .

(i) Pursuant to and in compliance with the terms of the Original Agreement, the Parties evaluated and prioritized the AVEO Existing Targets and the OSI Existing Targets and prepared a Candidate Target List, identifying those Targets that were to be included in the Research Program within [**] days after the Original Effective Date. From time to time during the Candidate Target Exclusivity Period the JSC may add Targets to (provided rights are available), or remove Targets from, the Candidate Target List. Any AVEO Existing Target that is not on the Candidate Target List and any AVEO Existing Target or OSI Existing Target that is removed from the Candidate Target List by the JSC, shall be deemed to be an AVEO Target hereunder.

(ii) During the Research Program Term, the JSC shall prioritize the Candidate Targets and select Candidate Targets from the Candidate Target List for validation studies by the Parties. Upon each such selection by the JSC, the applicable Candidate Target shall be designated as a Nominated Target hereunder, and the remaining provisions of this Section 3.7(b) shall apply. The JSC shall designate a number of Nominated Targets based on the available resources under the Research Plan to conduct the intended validation studies.

(iii) Promptly after the JSC’s selection of any Candidate Target as a Nominated Target, the JSC shall approve a specific research plan designed to develop a target package with respect to such Nominated Target (respectively, the “ Nominated Target Package Plan ” and the “ Nominated Target Package ”). Each Nominated Target Package Plan shall provide for the conduct of further validation studies by both AVEO and OSI, including the application of AVEO’s Model and OSI’s EMT assays and associated technology, and shall set forth specific validation criteria for the Nominated Target (the “ Validation Criteria ”). In connection with the development of Validation Criteria for a specific Nominated Target, the Parties may agree to deliver a Collaboration Model Directed to such Nominated Target as set forth in the applicable Research Plan.

(iv) Upon completion of the work required by any Nominated Target Package Plan and confirmation by the JSC that the Validation Criteria have been met AVEO shall promptly deliver such Nominated Target Package to OSI, and OSI shall have [**] days from its receipt of the Nominated Target Package to exercise its Option to the applicable Nominated Target pursuant to Section 3.7(c).

(v) If, with respect to any Nominated Target, the JSC determines that the Validation Criteria are not met, or if the JSC determines at any time (including prior to completion of the work required by any Nominated Target Package Plan) that the data generated pursuant to the conduct of any Nominated Target Package Plan does not support the designation of such Nominated Target as a Collaboration Target, either (A) on a JSC determination made within [**] days after completion of the Nominated Target Package Plan that additional validation work is warranted, the JSC shall, within [**] days after making such determination, establish a research plan specifying the further validation work to be conducted by the Parties, and such additional validation work will be deemed a Nominated Target Package Plan for purposes of Section 3.7(b)(iii), above, or (B) if the JSC does not determine within [**]

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days after completion of the Nominated Target Package Plan that additional validation work is warranted, then any such Nominated Target shall automatically be deemed to be an AVEO Target.

(c) Option Exercise .

(i) With respect to each Nominated Target, OSI shall have a period of [**] days after its receipt of each Nominated Target Package, but in no case more than [**] days following the expiration of the Research Program Term (the “ Option Period ”), to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to such Nominated Target, such Option to be exercised by written notice to AVEO prior to expiration of the applicable Option Period. OSI may elect at any time during the Research Program Term to exercise its Option to obtain the exclusive license set forth in Section 3.8 with respect to a mutually agreed to Additional Antibody Target. If OSI exercises its Option with respect to a Nominated Target or Additional Antibody Target, as the case may be, prior to expiration of the Option Period with respect to a Nominated Target or prior to expiration of the Research Program Term with respect to an Additional Antibody Target, (A) such Nominated Target or Additional Antibody Target shall be designated as a Collaboration Target hereunder, effective as of the date of OSI’s exercise of its Option, (B) OSI shall pay AVEO the milestone set forth in Section 6.1(d) solely with respect to the exercise of an Option in connection with an Additional Antibody Target, (C) AVEO shall assign to OSI its entire right, title and interest in, to and under the Collaboration Target Translational Research Intellectual Property relating to such Collaboration Target, and (D) the exclusive license set forth in Section 3.8(a) shall apply to such Collaboration Target.

(ii) If OSI fails to exercise its Option with respect to any Nominated Target prior to expiration of the applicable Option Period (each, a “ Reverted Target ”), then effective as of the expiration of the Option Period, (A) the rights and licenses granted to OSI pursuant to Section 3.5(a) shall no longer apply to such Reverted Target or any AVEO Intellectual Property or Collaboration Intellectual Property related thereto, (B) for a period of [**] months after the expiration of the Option Period for such Nominated Target, neither OSI nor its Affiliates shall, nor shall any of them grant rights to a Third Party to, conduct any research or development program with respect to such Reverted Target unless otherwise agreed to by the Parties; and (C) the exclusive licenses to AVEO set forth in Section 3.6(b) shall apply to such Reverted Target; provided that the provisions of subsection 3.7(c)(ii)(B) shall not apply where OSI’s involvement in such activity results from OSI’s acquisition of or by a Third Party (by merger or otherwise), and such Third Party was engaged in such activity prior to such acquisition or merger; provided that (1) OSI shall not provide any such Third Party with rights or access to AVEO Intellectual Property, or Collaboration Intellectual Property for use in connection with activities prohibited by subsection 3.7(c)(ii)(B) if undertaken by OSI, and (2) in the case where OSI acquires a Third Party (by merger or otherwise), OSI does not expand the scope of, or increase the financial commitment to, such Third Party activities, from what it was immediately prior to the acquisition. Notwithstanding anything to the contrary herein, but subject to Section 3.7(c)(ii)(A), Section 3.7(c)(ii)(B) shall not prohibit OSI from in-licensing Antibodies Directed to such Reverted Target from a Third Party.

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(iii) On or before December 31, 2009, the Parties hereby agree to designate as Nominated Targets an aggregate of [**] Targets from the Candidate Target List (inclusive of the Targets designated as Nominated Targets by the Parties prior to the Restatement Effective Date pursuant to the terms of the Original Agreement but exclusive of any Specified Antibody Targets) (the “ Final Nominated Targets ”). Notwithstanding anything to the contrary set forth herein, OSI may elect to exercise its Option with respect to up to [**] Final Nominated Targets (other than the Target known as [**]) at any time during the Research Program Term without the delivery of a Nominated Target Package by AVEO (each, a “ Non-Validated Collaboration Target ”).