REGADO BIOSCIENCES, INC. WAIVER OF CERTAIN CONDITIONS TO CLOSING OF SECOND TRANCHE OF THE INITIAL CLOSING AND AGREEMENT TO REVISED CONDITIONS MARCH 22, 2013

Exhibit 10.41

REGADO BIOSCIENCES, INC.

WAIVER OF CERTAIN CONDITIONS

TO CLOSING OF SECOND TRANCHE OF THE INITIAL CLOSING AND AGREEMENT TO REVISED CONDITIONS

MARCH 22, 2013

W I T N E S S E T H:

WHEREAS, Regado Biosciences, Inc., a Delaware corporation (the “Company”) and each of the Investors set forth on Schedule A hereto entered into a Series E Preferred Stock Purchase Agreement, dated as of December 18, 2012 (the “SPA”; capitalized terms used but not defined herein shall have the meanings ascribed to same in the SPA ); and

WHEREAS, Section 1.2(a)(ii) of SPA provided for the Second Tranche of the Initial Closing to take place on or before March 14, 2013 upon not less than fifteen (15) written notice from the Board of Directors which notice was sent on February 27, 2013; and

WHEREAS, Section 1.2(b) of SPA provided that, as of the closing of each tranche of the Initial Closing, each Investor shall wire the payment of the purchase price to Xxxxxxxxxx, and upon receipt of the full amount of the purchase price from all Investors (other than those who pay by check) at the closing of each tranche of the Initial Closing, and satisfaction of the closing conditions set forth in Section 4 of the SPA, Xxxxxxxxxx, acting as the escrow agent, shall release the aggregate purchase price received from the Investors to the Company no later than two (2) business days after the receipt of all of the funds for such applicable tranche and all checks delivered in payment therefor shall be deemed released to the Company contemporaneously therewith; and

WHEREAS, pursuant to Section 4(B) 4.6, the obligation of the Investors to close on the Second Tranche of the Initial Closing is subject to the entering into of a Clinical Development and Collaboration Agreement between the Company and NovaMedica (the “Clinical Development Agreement”) within ninety (90) days after the effective date of the TTA; and

WHEREAS, pursuant to Section 5(B) 5.3 of the SPA, the obligation of the Company to close the Second Tranche of the Initial Closing is subject to the entering into of the Clinical Development Agreement between the Company and NovaMedica within ninety (90) days after the effective date of the TTA; and

WHEREAS, the Company and RMI desire to waive the closing conditions set forth in Sections 4(B) 4.6 and 5(B) 5.3, requiring the entry by the Company and NovaMedica into the Clinical Development and Collaboration Agreement; and

WHEREAS, pursuant to Section 4(B) 4.7, the obligation of RMI to close on the Second Tranche of the Initial Closing is subject to the following conditions (collectively, the “RMI Closing Conditions”):

(a) The Company shall have filed patent applications set forth in Exhibit I of the SPA.

(b) The Company shall have filed applications in the EAPO, the SIPS and the Georgian Industrial Property Organization to issue patents under the PCT applications and other patent rights set forth in Exhibit J 1.1 of the SPA.

(c) DRI shall have been filed for registration on the name of NovaMedica all patents and patent applications set forth in Exhibit J 1.2 of the SPA with Rospatent and SIPS.

(d) All pending patent applications and patents set forth in Exhibit J 1.2 of the SPA shall have been registered on the name of NovaMedica with Xxxxxxxxx and SIPS.

WHEREAS, RMI desires to waive the RMI Closing Conditions set forth in Section 4(B) 4.7 of the SPA, and the Company and RMI desire to amend the RMI Closing Conditions as set forth herein; and

WHEREAS, the Company and RMI have entered into that certain Escrow Agreement on March 22, 2013, in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which the purchase price paid by RMI pursuant to the terms of the SPA shall be released from escrow immediately after the Revised RMI Closing Conditions (as defined below) have been satisfied.

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NOW, THEREFORE, in exchange for good and valuable consideration including, without limitation, the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the undersigned Investors hereby agree as follows:

1. Section 1.2(a)(ii) of the SPA. RMI and the Company hereby agree that the closing of the second tranche of the Initial Closing shall take place on March 22, 2013 rather than on March 14, 2013. The second tranche of the Initial Closing shall be deemed closed as of March 22, 2013. As set forth in the Escrow Agreement, RMI hereby agrees and acknowledges that the funds received from the other Investors (other than RMI) shall be released by Xxxxxxxxxx within two (2) business days after the execution of this Waiver.

2. Sections 4(B) 4.6 and 5(B) 5.3 of the SPA. The undersigned RMI hereby waives the conditions set forth in Sections 4(B) 4.6 and 5(B) 5.3 (as to the Company) of the SPA requiring the entry by the Company and NovaMedica into the Clinical Development Agreement solely with respect to the closing of the Second Tranche of the Initial Closing.

3. Clinical Development Agreement. The Company and NovaMedica hereby covenant that they shall use commercially reasonable efforts to negotiate, execute and deliver on or before May 31, 2013, the Clinical Development Agreement.

4. Section 4(B) 4.7 the SPA. The undersigned RMI hereby waives the RMI Closing Conditions as set forth in Section 4(B) 4.7 of the SPA. The Company and RMI hereby agree to amend the RMI Closing Conditions, as set forth on Exhibit B (collectively, the “Revised RMI Closing Conditions”)

5. Escrow Agreement. The Company and RMI have entered into that certain Escrow Agreement on March 22, 2013. As set forth in the Escrow Agreement, the funds wired by RMI shall be released to the Company in accordance with the terms of the Escrow Agreement.

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6. Schedule B. RMI hereby waives, solely for and with respect to closing being held as of the date hereof, the condition in Section 4.1 of the SPA that the representations and warranties of the Company contained in Section 2, subject to the exceptions listed on Schedule C, shall be true on and as of the date hereof with the same effect as though such representations and warranties had been made on and as of the date hereof of such Initial Closing but only for, the extent and with respect to the items set forth on Exhibit C attached hereto.

7. SPA. Except as expressly waived herein, the terms and provisions of the SPA shall continue in full force and effect. The SPA, as waived hereby, shall be binding upon the undersigned Investor and the Company and their respective assigns and successors.

8. Counterparts. This Waiver may be executed and delivered by facsimile signature and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned has caused this Waiver to be executed on the date first written above.

COMPANY:

REGADO BIOSCIENCES, INC.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx, Ph.D.
Title:		President and Chief Executive Officer

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IN WITNESS WHEREOF, the undersigned has caused this Waiver to be executed on the date first written above.

RMI:

RMI INVESTMENTS, S.A.R.L.
By:		Xxxxxxxx Xxxxxx
Its Director
By:		/s/ Xxxxxxxx Xxxxxx
Name:		Xxxxxxxx Xxxxxx

AGREED AND ACKNOWLEDGED SOLELY WITH RESPECT TO SECTION 3 HEREOF

NOVAMEDICA LLC
By:		/s/ Xxxxxxxx Xxxxxx
Name:		Xxxxxxxx Xxxxxx
Title:		General Director, CEO of LLC “D-Pharma”, Managing Company

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