0000950123-13-002176 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Regado Biosciences, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Maryland

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 25, 2011 (the “Closing Date”) by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership, with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), as administrative agent (“Agent”), the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and REGADO BIOSCIENCES, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:

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REGADO BIOSCIENCES, INC. INCENTIVE STOCK OPTION AGREEMENT Under the REGADO BIOSCIENCES, INC.
Incentive Stock Option Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the (the “Grant Date”), by and between Regado Biosciences, Inc. (the “Company”) and (the “Participant”).

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REGADO BIOSCIENCES, INC. NONQUALIFIED STOCK OPTION AGREEMENT Under the REGADO BIOSCIENCES, INC.
Nonqualified Stock Option Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the (the “Grant Date”), by and between Regado Biosciences, Inc. (the “Company”) and (the “Participant”).

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REGADO BIOSCIENCES, INC. WAIVER OF CERTAIN CONDITIONS TO CLOSING OF SECOND TRANCHE OF THE INITIAL CLOSING AND AGREEMENT TO REVISED CONDITIONS MARCH 22, 2013
Waiver of Certain Conditions to Closing • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations

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

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Maryland

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of September [ ], 2011, by and among REGADO BIOSCIENCES, INC., a Delaware corporation (“Borrower”). MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership in its capacity as agent (“Agent”) for the lenders under the Loan Agreement (as defined below) (“Lenders”), and the Lenders.

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Maryland

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of May 3, 2012, by and among REGADO BIOSCIENCES, INC., a Delaware corporation (“Borrower”), MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership in its capacity as agent (“Agent”) for the lenders under the Loan Agreement (as defined below) (“Lenders”), and the Lenders.

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REGADO BIOSCIENCES, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT
Series D Preferred Stock Purchase Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

This SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 17th day of December, 2009, by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the purchasers or noteholders listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).

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FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • North Carolina

Each subject PERFORMANCE MILESTONE PAYMENT shall be due and payable within thirty (30) days of achievement of the applicable milestone by COMPANY, its AFFILIATE, and/or its SUBLICENSEE (as the case may be, depending upon which such party first achieves each subject milestone). For avoidance of doubt and notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that PERFORMANCE MILESTONE PAYMENTS (w) shall be credited only to the stated milestone and no other, (x) shall not be creditable against COMPANY RUNNING ROYALTIES or any other payments, fees, reimbursements, or the like due to DUKE under this AGREEMENT, (y) shall be non-refundable, and (z) shall not be subject to any stacking or other provision which may diminish the amounts of any PERFORMANCE MILESTONE PAYMENT.

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LICENSE AGREEMENT
License Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

THIS LICENSE AGREEMENT (this “Agreement”), dated as of October 2003 (the “Effective Date”), is entered into between Archemix Corp., a Delaware corporation, having a place of business at 1 Hampshire Street, Cambridge, MA 02139 (“Archemix”), and Regado Biosciences, Inc., a Delaware corporation, having a place of business at (“Regado”).

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AMENDMENT NO. 1 TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT
Series D Preferred Stock Purchase Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • New York

THIS AMENDMENT NO. 1 TO THE SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of the 25th day of May, 2011, by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the holders of at least a majority of the Common Stock issuable or issued upon conversion of the outstanding shares of Series D Preferred (each an “Investor” and collectively, the “Investors”). This Amendment amends the Series D Preferred Stock Purchase Agreement, dated as of December 17, 2009, by and among the Company and the Investors (the “2009 Agreement”) as set forth herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the 2009 Agreement.

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AGILENT SUPPLY AND SERVICE AGREEMENT
Supply and Service Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • California

This Supply and Service Agreement is entered into between Agilent Technologies, Inc. (“Agilent”) and Customer named above as of the above date (“Effective Date”).

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Amendment #1
Supply and Service Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations

THIS Amendment is entered into as of July, 22ND, 2011, (the “Effective Date” for this Amendment) between Agilent Technologies, Inc., a Delaware corporation with a place of business at 5555 Airport Boulevard, Suite 100, Boulder CO 80301 (hereinafter referred to as “Agilent”), and Regado Biosciences, Inc., a Delaware corporation with a place of business at 318 Blackwell Street, Suite 130, Durham, NC 27701 (“Customer”).

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REGADO BIOSCIENCES, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT
Series E Preferred Stock Purchase Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

This SERIES E PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2012, by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), the purchasers or noteholders listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and solely for purposes of Sections 4(A)4.18, 5(A)5.6 and 9.17(a), Domain Russia Investments Limited (“DRI”), and solely for purposes of Sections 4(A)4.18 and 5(A)5.6 NovaMedica.

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LICENSE AGREEMENT
License Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • North Carolina

Each subject PERFORMANCE MILESTONE PAYMENT shall be due and payable within thirty (30) days of achievement of the applicable milestone by COMPANY, its AFFILIATE, and/or its SUBLICENSEE (as the case may be, depending upon which such party first achieves each subject milestone) For avoidance of doubt and notwithstanding anything to the contrary in this AGREEMENT, it is understood and agreed that PERFORMANCE MILESTONE PAYMENTS (w) shall be credited only to the stated milestone and no other, (x) shall not be creditable against COMPANY RUNNING ROYALTIES or any other payments, fees, reimbursements, or the like due to DUKE under this AGREEMENT, (y) shall be non-refundable, and (z) shall not be subject to any stacking or other provision which may diminish the amounts of any PERFORMANCE MILESTONE PAYMENT.

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Clinical Supply Agreement
Clinical Supply Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

This CLINICAL SUPPLY AGREEMENT (the “Agreement”) is entered into as of the 28th day of March, 2012 (“Effective Date”) by and between REGADO BIOSCIENCES INC., a Delaware corporation, with a place of business located at 318 Blackwell Street, Suite 130, Durham, NC 27701 (“Client”), and ALTHEA TECHNOLOGIES, INC., a Delaware corporation, with a place of business located at 11040 Roselle Street, San Diego, CA 92121 (“Althea”). Althea and Client each hereinafter referred to also as a “Party” and collectively as the “Parties.”

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December 18, 2012
Technology Transfer Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations

This letter agreement (this “Letter”) refers to the Technology Transfer Agreement dated December 18, 2012 (the “TTA”), between Regado Biosciences, Inc., a Delaware corporation (“Regado”) and Domain Russia Investments Limited, an English Limited Company (“DRI”), pursuant to which Regado has assigned certain Assigned IP and licensed certain Licensed IP to DRI in the Territory.

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Maryland

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of August 1, 2011, by and among REGADO BIOSCIENCES, INC., a Delaware corporation (“Borrower”), MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership in its capacity as agent (“Agent”) for the lenders under the Loan Agreement (as defined below) (“Lenders”), and the Lenders.

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LICENSE, MANUFACTURING AND SUPPLY AGREEMENT
License, Manufacturing and Supply Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • California

This Agreement (“AGREEMENT”) is made and entered into December 22, 2006 (the “EFFECTIVE DATE”) by and between Nektar Therapeutics AL, Corporation, having its principal place of business at 490 Discovery Drive, Huntsville, AL 35806 (“NEKTAR AL”), and Regado Biosciences, Inc., having its principal place of business at 324 Blackwell Street, Suite 420, Durham, North Carolina 27701 (“COMPANY”). NEKTAR AL and COMPANY may be referred to herein individually as a “PARTY” and collectively as the “PARTIES.”

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TECHNOLOGY TRANSFER AGREEMENT Dated December 18, 2012 By and Between DOMAIN RUSSIA INVESTMENTS LIMITED And REGADO BIOSCIENCES, INC.
Technology Transfer Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • New York

THIS TECHNOLOGY TRANSFER AGREEMENT (the “Agreement”) is dated as of December 18, 2012 (the “Effective Date”), by and between Domain Russia Investments Limited, a private limited company incorporated and existing under the laws of England and Wales with registration number 7899075, having its registered office at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands (“DRI” or “Transferee”), and Regado Biosciences, Inc., a corporation organized under the laws of the State of Delaware, USA, and having its place of business at 318 Blackwell Street, Suite 130 Durham, North Carolina, 27701 USA (“Company”). DRI and the Company may each be referred to herein as a “Party” or, collectively, as “Parties.”

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REGADO BIOSCIENCES, INC.
Employment Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations

This letter agreement amends the Agreement by deleting the first sentence in the sixth bullet point and replacing it with the following:

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REGADO BIOSCIENCES, INC.
Employment Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations

This letter agreement amends the Agreement by deleting the first sentence in the fifth bullet point and replacing it with the following:

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Contract
Warrant Agreement • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

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REGADO BIOSCIENCES, INC. WAIVER OF CERTAIN CONDITIONS TO CLOSING OF SECOND TRANCHE OF THE INITIAL CLOSING AND AGREEMENT TO REVISED CONDITIONS MARCH 22, 2013
Waiver of Certain Conditions to Closing • April 10th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations

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

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