0001193125-13-181895 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 29th, 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 29th, 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 29th, 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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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 29th, 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 29th, 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 29th, 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 29th, 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 29th, 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
Preferred Stock Purchase Agreement • April 29th, 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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Amendment #1
1 • April 29th, 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 29th, 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 29th, 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 29th, 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
Letter Agreement • April 29th, 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 29th, 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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Form of Note
Subordination Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), DATED AS OF MAY 3, 2012, BY AND AMONG THE SUBORDINATED LENDER IDENTIFIED THEREIN AND MIDCAP FINANCIAL SBIC, LP, IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, “AGENT”), TO CERTAIN INDEBTEDNESS, RIGHTS AND OBLIGATIONS OF REGADO BIOSCIENCES, INC., TO AGENT AND LENDERS (AS DEFINED THEREIN) AND ALL LIENS AND SECURITY INTERESTS OF AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

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LICENSE, MANUFACTURING AND SUPPLY AGREEMENT
Quality Agreement • April 29th, 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 29th, 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.
Regado Biosciences Inc • April 29th, 2013 • 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.
Regado Biosciences Inc • April 29th, 2013 • 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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REGADO BIOSCIENCES, INC. WAIVER OF CERTAIN CONDITIONS TO CLOSING OF SECOND TRANCHE OF THE INITIAL CLOSING AND AGREEMENT TO REVISED CONDITIONS MARCH 22, 2013
Regado Biosciences Inc • April 29th, 2013 • 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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AGILENT SUPPLY AND SERVICE AGREEMENT
Supply and Service Agreement • April 29th, 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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REGADO BIOSCIENCES, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

This THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 18th day of December, 2012 by and among the persons listed as “Founders” on Schedule A hereto (each, a “Founder” and collectively, the “Founders”), the persons listed as “Common Stockholders” on Schedule A hereto (each, a “Common Stockholder” and collectively, the “Common Stockholders”), Regado Biosciences, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (as defined below) listed on Schedule A hereto (individually, a “Series A Holder” and collectively, the “Series A Holders”), and the holders of the Company’s Series B Preferred Stock (as defined below) listed on Schedule A hereto (individually, a “Series B Holder” and collectively, the “Series B Holders”), and the holders of the Company’s Series C Preferred Stock (as defined below) listed on Schedule A hereto (individually, a “Series C Holder” and collectively, the “Series C Holders”), and

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Warrant No. W-2 [ ]
Regado Biosciences Inc • April 29th, 2013 • Pharmaceutical preparations • North Carolina

THIS CERTIFIES THAT for value received, , (together with successors and assigns, the “Holder”), is entitled to subscribe for and purchase fully paid and non-assessable shares (as adjusted pursuant to the provisions hereof, the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Regado Biosciences, Inc., a Delaware corporation (the “Company”), at an exercise price of $0.01 per share (such exercise price, as adjusted from time to time pursuant to the provisions hereof, the “Exercise Price”) subject to the provisions and upon the terms and conditions set forth herein. This Warrant is being issued pursuant to that certain Note and Warrant Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) and is subject to its terms. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Convertible Promissory Note issued to the Holder on the date hereof (the “Note”) pursuant to the Purchase Agreem

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • New York

This Assignment and Assumption Agreement (“Agreement”), signed as of December 18, 2012, is made by and among Domain Russia Investments Limited, a limited company organized under the laws of England and Wales with registration number 7899075, having an address at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands (“DRI”), 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 (“Regado” or “Company”), and NovaMedica LLC, a limited liability company organized under the laws of the Russian Federation with an address of 10113, bldg. 38, Sokolnichesky Val Street, Moscow, Russian Federation (“NovaMedica” and, together with DRI and Regado, the “Parties”, and each of NovaMedica, Regado, and DRI, a “Party”).

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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
Regado Biosciences Inc • April 29th, 2013 • 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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CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • April 29th, 2013 • Regado Biosciences Inc • Pharmaceutical preparations • Delaware

This Convertible Note Purchase Agreement, dated as of May 3, 2012 (the “Agreement”), is entered into by and among Regado Biosciences, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the Schedule of Purchasers attached to this Agreement as Exhibit A (each a “Purchaser”).

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REGADO BIOSCIENCES, INC.
Regado Biosciences Inc • April 29th, 2013 • Pharmaceutical preparations

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

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