EX-10.42



 Exhibit 10.42 
 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 Lowenstein, 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, Lowenstein, 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 have entered into that certain 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 in the Escrow Agreement) have been satisfied; and 

WHEREAS, the Company and the Investors 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. 
 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. Each of the undersigned Investors and the Company hereby agree that, as to such Investors, the closing of the second
tranche of the Initial Closing shall take place on March 22, 2013 rather than on March 14, 2013. 

  

	 	2.	 Sections 4(B) 4.6 and 5(B) 5.3 of the SPA. Each of the undersigned Investors as to itself only and the Company hereby waive the
conditions set forth in Sections 4(B) 4.6 (as to such Investor) 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. Within two (2) business days after the execution of this Waiver, (i) Lowenstein, acting as the escrow agent pursuant to the terms of the




  
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SPA, shall release all of the funds received from the Investors (other than the funds received from RMI) to the Company, and (ii) all checks delivered in payment of the purchase price and
all funds directly wired by certain Investors to the Company shall be deemed released to the Company. In addition, Lowenstein is authorized to make the disbursements from the Escrow Account (as defined in the Escrow Agreement) as well as release the
Series E Preferred Stock in accordance with Section 4 of the Escrow Agreement. 

  

	 	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.	Schedule B. The undersigned Investors hereby waive, 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 B, 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 A attached hereto. 


 

	 	5.	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 Investors and the Company and their respective assigns and successors. 

  

	 	6.	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. 

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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/ David J. Mazzo

		
	Name:	 	David J. Mazzo, Ph.D.
	Title:	 	President and Chief Executive Officer


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 AGREED AND ACKNOWLEDGED SOLELY WITH RESPECT TO SECTION 3 HEREOF 

 

			
	 NOVAMEDICA LLC

		
	By:	 	 /s/ Vladimir Gurdus

		
	Name:	 	Vladimir Gurdus
	Title:	 	General Director, CEO of LLC “D-Pharma”, Managing Company

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 INVESTORS: 

 

			
	AURORA VENTURES V, LLC
	
	By: A.V. Management V, L.L.C,
	
	Its General Partner
		
	By:	 	 /s/ B. Jefferson Clark

		
	Name:	 	B. Jefferson Clark
	Title:	 	Managing General Partner


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	 /s/ Robert Kierlin

	
	Robert Kierlin, Individually


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	 DOMAIN PARTNERS VI, L.P.

	
	By: One Palmer Square Associates VI, L.L.C.
	Its General Partner
		
	By:	 	 /s/ Kathleen Schoemaker

		
	Name:	 	Kathleen Schoemaker
	Title:	 	Managing Member


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	 DP VI ASSOCIATES, L.P.

	
	By: One Palmer Square Associates VI, L.L.C.
	Its General Partner
		
	By:	 	 /s/ Kathleen Schoemaker

		
	Name:	 	Kathleen Schoemaker
	Title:	 	Managing Member


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	 QUAKER BIOVENTURES, L.P.

		
	By:	 	Quaker Bioventures Capital, L.P.
	Its General Partner
		
	By:	 	Quaker Bioventures Capital, LLC
	Its General Partner
		
	By:	 	 /s/ Sherrill Neff



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	 CAXTON ADVANTAGE LIFE SCIENCES FUND, L.P.

	
	By: Caxton Advantage Venture Partners, L.P.
	Its General Partner
	
	By: Advantage Life Sciences Partners, LLC
	Its Managing General Partner
		
	By:	 	 /s/ Eric Roberts

		
	Name:	 	Eric Roberts
	Title:	 	Member


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	 BIODISCOVERY 3 FCPR

	
	By: EDMOND DE ROTHSCHILD INVESTMENT PARTNERS, its management company
		
	By:	 	 /s/ Raphael Wisniewski

		
	Name:	 	Raphael Wisniewski
	Title:	 	Directeur Associé


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	 BAXTER HEALTHCARE CORPORATION

		
	By:	 	 /s/ Norbert Riedel



 [Signature Page to Regado Biosciences, Inc. Waiver to 

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