EX-10.12



 Exhibit 10.12 
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
 This AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this “Agreement”), dated May 16, 2013 and effective on the date of consummation of the initial public offering of the Company’s common stock (the “Effective Date”), is by and between
REGADO BIOSCIENCES, INC., a Delaware corporation (the “Company”) and DAVID J. MAZZO, Ph.D. (the “Executive”). 
 W I T N E S S E T H: 
 WHEREAS, the Executive has been employed by
the Company as its President and Chief Executive Officer pursuant to the terms of an employment agreement dated July 25, 2008, as amended on December 22, 2008 (the “Prior Employment Agreement”); 

WHEREAS, the Company desires to continue to employ the Executive as its President and Chief Executive Officer, and the Executive
desires to accept such continued employment, on the terms and conditions set forth in this Agreement; and 
 WHEREAS, the
Company and the Executive have mutually agreed that, as of the Effective Date, this Agreement shall amend, restate and replace the Prior Employment Agreement. 
 NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 
 ARTICLE 1 

EMPLOYMENT; TERMINATION OF PRIOR AGREEMENT; TERM OF AGREEMENT 

Section 1.1. Employment and Acceptance. During the Term (as defined in Section 1.3), the Company shall continue
to employ the Executive, and the Executive shall accept such continued employment and continue to serve the Company, in each case, subject to the terms and conditions of this Agreement. 

Section 1.2. Termination of Prior Employment Agreement. Effective as of 11:59 p.m. on the day immediately prior to the
Effective Date, the Prior Employment Agreement shall automatically terminate and be of no further force and effect. 

Section 1.3. Term. The continued employment relationship hereunder shall be for the period (such period of the continued
employment relationship shall be referred to herein as the “Term”) commencing on the Effective Date and ending upon the termination of this Agreement and the Executive’s continued employment hereunder by either party hereto
pursuant to the terms of Section 4.1, Section 4.2, Section 4.3 or Section 4.4. In the event that the Executive’s employment with the Company terminates, the Company’s obligation to continue
to pay, after the Termination Date (as defined in Section 4.3(b)), Base Salary (as defined in Section 3.1(a)), Annual Bonus (as defined in Section 3.1(b)) and other unaccrued benefits shall terminate except as may
be provided for in ARTICLE 4. 







 ARTICLE 2 
 TITLE; DUTIES AND OBLIGATIONS; LOCATION 
 Section 2.1. Title.
The Company shall continue to employ the Executive to render exclusive and full-time services to the Company. The Executive shall serve in the capacity of President and Chief Executive Officer. 

Section 2.2. Duties. Subject to the direction and authority of the Board of Directors of the Company (the
“Board”), the Executive shall have direct responsibility for the day to day operations of the Company. The Executive shall report to, and be subject to, the lawful direction of, the Board. The Executive agrees to perform to the best
of his ability, experience and talent those acts and duties, consistent with the position of President and Chief Executive Officer of the Company, as the Board shall from time to time direct. During the Term, the Executive also shall serve in such
other executive-level positions or capacities as may, from time to time, be reasonably requested by the Board, including, without limitation (subject to election, appointment, re-election or re-appointment, as applicable) as (a) a member of the
Board and/or as a member of the board of directors or similar governing body of any of the Company’s subsidiaries or other Affiliates (as defined below), (b) an officer of any of the Company’s subsidiaries or other Affiliates, and/or
(c) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used in this Agreement, “Affiliate” of any individual or entity means any other
individual or entity that directly or individual controls, is controlled by, or is under common control with, the individual or entity. 
 Section 2.3. Compliance with Policies, etc. During the Term, the Executive shall be bound by, and comply fully with, all of the Company’s policies and procedures for officers, directors
and/or employees in place from time to time, including, but not limited to, all terms and conditions set forth in the Company’s employee handbook, compliance manual, codes of conduct and any other memoranda and communications applicable to the
Executive pertaining to the policies, procedures, rules and regulations, as currently in effect and as may be amended from time to time. These policies and procedures include, among other things and without limitation, the Executive’s
obligations to comply with the Company’s rules regarding confidential and proprietary information and trade secrets. 

Section 2.4. Time Commitment. During the Term, the Executive shall use his best efforts to promote the interests of the
Company (including its subsidiaries and other Affiliates) and shall devote all of his business time, ability and attention to the performance of his duties for the Company and shall not, directly or indirectly, render any services to any other
person or organization, whether for compensation or otherwise, except with the Board’s prior written consent, provided that the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational,
professional, community or industry affairs, (ii) managing the Executive’s passive personal investments, or (iii) serving on the board of directors (or similar governing bodies) of not more than two (2) other corporations (or
other business entities) that are not competitors of the Company, its subsidiaries or any of its other Affiliates (as determined by the Board), so long as, in each case, such activities individually or in the aggregate do not materially interfere or
conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict (in each case, as determined by the Board). 

  
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 Section 2.5. Location. The Executive’s principal place of business for the
performance of his duties under this Agreement shall be at the principal executive office of the Company (currently located in Basking Ridge, New Jersey). Notwithstanding, the foregoing, the Executive shall be required to travel as necessary to
perform his duties hereunder. 
 ARTICLE 3 
 COMPENSATION AND BENEFITS; EXPENSES 
 Section 3.1. Compensation and
Benefits. For all services rendered by the Executive in any capacity during the Term (including, without limitation, serving as an officer, director or member of any committee of the Company or any of its subsidiaries or other Affiliates), the
Executive shall be compensated as follows (subject, in each case, to the provisions of ARTICLE 4 below): 
 (a) Base
Salary. During the Term, the Company shall pay the Executive a base salary (the “Base Salary”) at the annualized rate of $465,825, which shall be subject to customary withholdings and authorized deductions and be payable in
equal installments in accordance with the Company’s customary payroll practices in place from time to time. The Executive’s Base salary shall be subject to periodic adjustments as the Board and/or the Compensation Committee of the Board
(the “Compensation Committee”) shall in its/their discretion deem appropriate. As used in this Agreement, the term “Base Salary” shall refer to Base Salary as may be adjusted from time to time. 

(b) Annual Bonus. For each calendar year ending during the Term (beginning with the calendar year ending December 31, 2013),
the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) with a target amount equal to fifty percent (50%) of the Base Salary earned by the Executive for such calendar year (the “Target Annual
Bonus”). The actual amount of each Annual Bonus will be based upon the level of achievement of the Company’s corporate objectives and the Executive’s individual objectives, in each case, as established by the Board or the
Compensation Committee (taking into account the input of the Executive with respect to the establishment of the Executive’s individual objectives) for the calendar year with respect to which such Annual Bonus relates. The determination of the
level of achievement of the corporate objectives and the Executive’s individual performance objectives for a year shall be made by the Board or the Compensation Committee, in its reasonable discretion. Each Annual Bonus for a calendar year, to
the extent earned, will be paid in a lump sum in the following calendar year, within the first 75 days of such following year. The Annual Bonus shall not be deemed earned until the date that it is paid. Accordingly, in order for the Executive to
receive an Annual Bonus, the Executive must be actively employed by the Company at the time of such payment. 
 (c) Equity
Compensation. Subject to the terms of the Company’s 2004 Equity Compensation Plan, as amended (the “2004 Plan”), the Executive was granted options to purchase shares of the Company’s common stock (the “Prior
Grants”) pursuant to the terms of stock option agreements between the parties hereto entered into as of August 1, 2008, December 8, 2008, April 30, 2010 and April 25 2012 (the “Prior Grant
Agreements”). For purposes of clarification, except as otherwise provided in Section 4.2(d)(ii)(C) hereof, nothing in this Agreement shall be deemed to alter, limit or abrogate the terms of the Prior Grant Agreements or


  
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the Executive’s rights with respect to the Prior Grants. During the Term, subject to the terms and conditions established within the Company’s 2013 Equity Compensation Plan or any
successor equity compensation plan as may be in place from time to time (the “2013 Plan”) and separate Award Agreements (as defined in the 2013 Plan), the Executive also shall be eligible to receive from time to time additional
Stock Options, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and/or Other Stock-Based Awards (as such capitalized terms are defined in the 2013 Plan), in amounts, if any, to be approved by the
Board or the Compensation Committee in its discretion. 
 (d) Benefit Plans. The Executive shall be entitled to
participate in all employee benefit plans and programs (excluding severance plans, if any) generally made available by the Company to senior executives of the Company, to the extent permissible under the general terms and provisions of such plans or
programs and in accordance with the provisions thereof. The Company may amend, modify or rescind any employee benefit plan or program and/or change employee contribution amounts to benefit costs without notice in its discretion. 

(e) Supplemental Long-Term Disability and Life Insurance. The Company will reimburse the Executive up to $8,836 during each
calendar year (prorated for partial years) with respect to any supplemental long-term disability insurance and/or supplemental life insurance that the Executive obtains during the Term. 

(f) Paid Vacation. The Executive shall be entitled to paid vacation days in accordance with the Company’s vacation policies
in effect from time to time for its executive team; provided, however, that Executive shall be entitled to no less than twenty (20) paid vacation days per calendar year during the Term. 

Section 3.2. Expense Reimbursement. The Company shall reimburse the Executive during the Term, in accordance with the
Company’s expense reimbursement policies in place from time, for all reasonable out-of-pocket business expenses incurred by the Executive in the performance of his duties hereunder. In order to receive such reimbursement, the Executive shall
furnish to the Company documentary evidence of each such expense in the form required to comply with the Company’s policies in place from time to time. 
 ARTICLE 4 
 TERMINATION OF EMPLOYMENT 

Section 4.1. Termination Without Cause. 
 (a) The Company may terminate the Executive’s employment hereunder at any time without Cause (other than by reason of death or Disability) upon written notice to the Executive. 

(b) As used in this Agreement, “Cause” means: (i) a material act, or act of fraud, committed by the Executive that
is intended to result in the Executive’s personal enrichment to the detriment or at the expense of the Company or any of its Affiliates; (ii) the Executive is convicted of a felony; (iii) willful and continued failure by the Executive
to perform the duties or obligations reasonably assigned to the Executive by the Board from time to time, which failure is not cured upon ten (10) days prior written notice (unless such failure is not susceptible to cure, as determined in the
reasonable discretion of the Board); or (iv) the Executive violates the Covenants Agreement (as defined in Section 5.1 below). 

  
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 (c) If the Executive’s employment is terminated pursuant to Section 4.1(a),
the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation to the Executive under this Agreement or otherwise shall be to pay or provide to the
Executive, the following: 
 (i) the Accrued Obligations (as defined in Section 4.3(b)); and

 (ii) subject to Section 4.5 and Section 4.6: 

(A) payments equal to the sum of twelve (12) months of the Executive’s Base Salary (at the rate in effect immediately prior to
the Termination Date) and the Executive’s Target Bonus for the calendar year in which the Termination Date occurs (in each case, less applicable withholdings and authorized deductions), to be paid semi-monthly in accordance with the
Company’s customary payroll practices, commencing sixty (60) days following such termination of employment (the “Severance Payments”); and 
 (B) if the Executive then participates in the Company’s medical and/or dental plans and the Executive timely elects to continue and maintain group health plan coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay monthly, on the Executive’s behalf, a portion of the cost of such coverage for the twelve (12) months after the Termination Date, which
payments will be equal to the amount of the monthly premium for such coverage, less the amount that the Executive would have been required to pay if the Executive had remained an active employee of the Company (the “COBRA
Assistance”); provided, however, that if and to the extent that the Company may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of the law, the Company shall use its commercially reasonable
best efforts to provide substantially similar assistance in an alternative manner provided that the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA Assistance been provided in the manner described above
or cause a violation of Section 409A (as defined in Section 5.17). 
 Section 4.2. Termination without
Cause or for Good Reason within 12 Months following a Change in Control. 
 (a) Notwithstanding the provisions of
Section 4.1, if the Company terminates the Executive’s employment hereunder without Cause (other than by reason of death or Disability) within twelve (12) months following a Change in Control of the Company, or the Executive
resigns for Good Reason within twelve (12) months following a Change in Control of the Company, the provisions of this Section 4.2 shall control. 
 (b) As used in this Agreement, “Change in Control” means (x) a change in ownership of the Company under clause (i) below or (y) a change in the ownership of a substantial
portion of the assets of the Company under clause (ii) below: 
 (i) Change in the Ownership of the
Company. A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group (as defined in clause (iii) below), acquires ownership of capital stock of the Company that, together
with capital stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the capital stock of the Company. However, if any one person or more than one person acting as a group, is
considered to own more than 50 percent of the total fair market value or total voting power of the capital stock of the Company, the acquisition of additional capital stock by the same person or persons shall not be considered to be a change in the
ownership of the Company. An increase in the percentage of capital stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires capital stock in the Company in exchange for property will be
treated as an acquisition of stock for purposes of this paragraph. 

  
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 (ii) Change in the Ownership of a Substantial Portion of the
Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets shall occur on the date that any one person, or more than one person acting as a group (as defined in clause (iii) below), acquires (or
has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 80 percent of the total gross fair market
value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets. There is no Change in Control under this clause (ii) when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided
below in this clause (ii). A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to (a) a shareholder of the Company (immediately before the asset transfer) in exchange for
or with respect to its capital stock, (b) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (c) a person, or more than one person acting as a group, that owns,
directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding capital stock of the Company, or (d) an entity, at least 50 percent of the total value or voting power of which is owned, directly or
indirectly, by a person described in clause (ii)(c) of this paragraph. For purposes of this clause (ii), a person’s status is determined immediately after the transfer of the assets. 

(iii) Persons Acting as a Group. For purposes of clauses (i) and (ii) above, persons will not be
considered to be acting as a group solely because they purchase or own capital stock or purchase assets of the Company at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into
a merger, consolidation, purchase or acquisition of assets or capital stock, or similar business transaction with the 

  
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Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets or capital stock, or similar transaction,
such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in
the other corporation. For purposes of this paragraph, the term “corporation” shall have the meaning assigned such term under Treasury Regulation section 1.280G-1, Q&A-45. 

(iv) Each of clauses (i) through (iii) above shall be construed and interpreted consistent with the
requirements of Section 409A and any Treasury Regulations or other guidance issued thereunder. 
 (c) As used in this
Agreement, “Good Reason” means the occurrence of any of the following: (1) a material breach by the Company of the terms of this Agreement; (2) a material reduction in the Executive’s Base Salary; (3) a material
diminution in the Executive’s authority, duties or responsibilities; or (4) a relocation by the Company of the Executive’s principal place of business for the performance of his duties under this Agreement to a location that is
anywhere outside of a 50 mile radius of Basking Ridge, New Jersey; provided, however, that the Executive must notify the Company within ninety (90) days of the occurrence of any of the foregoing conditions that he considers it to be a
“Good Reason” condition and provide the Company with at least thirty (30) days in which to cure the condition. If the Executive fails to provide this notice and cure period prior to his resignation, or resigns more than six
(6) months after the initial existence of the condition, his resignation will not be deemed to be for “Good Reason.” 
 (d) If the Executive’s employment is terminated pursuant to Section 4.2(a) (i.e., the Company terminates the Executive’s employment hereunder without Cause (other than by
reason of death or Disability) within twelve (12) months following a Change in Control of the Company, or the Executive resigns for Good Reason within twelve (12) months following a Change in Control of the Company), the Executive shall,
in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation to the Executive under this Agreement or otherwise shall be to pay or provide to the Executive, the
following: 
 (i) the Accrued Obligations; and 

(ii) subject to Section 4.5 and Section 4.6: 

(A) payments equal to the sum of eighteen (18) months of the Executive’s Base Salary (at the rate in effect immediately prior
to Termination Date) and an amount equal to one hundred and fifty percent (150%) of the Executive’s Target Bonus for the calendar year in which the Termination Date occurs (in each case, less applicable withholdings and authorized
deductions), to be paid semi-monthly in accordance with the Company’s customary payroll practices, commencing sixty (60) days following such termination of employment (the “Enhanced Severance Payments”); 

(B) if the Executive then participates in the Company’s medical and/or dental plans and the Executive timely elects to continue and
maintain group health plan coverage 

  
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pursuant to COBRA, the Company will pay monthly, on the Executive’s behalf, a portion of the cost of such coverage for the eighteen (18) months after the Termination Date, which
payments will be equal to the amount of the monthly premium for such coverage, less the amount that the Executive would have been required to pay if the Executive had remained an active employee of the Company (the “Enhanced COBRA
Assistance”); provided, however, that if and to the extent that the Company may not provide such Enhanced COBRA Assistance without incurring tax penalties or violating any requirement of the law, the Company shall use its
commercially reasonable best efforts to provide substantially similar assistance in an alternative manner provided that the cost of doing so does not exceed the cost that the Company would have incurred had the Enhanced COBRA Assistance been
provided in the manner described above or cause a violation of Section 409A; and 
 (C) all stock options and other awards
that the Executive may have under the 2004 Plan and the 2013 Plan shall vest and, in the case of stock options or like awards, become exercisable, to the extent not already vested and (if applicable) exercisable, on the Termination Date. 

For purposes of clarity, it is understood and agreed that the Enhanced Severance Payments and the Enhanced COBRA Assistance set forth in this
Section 4.2 shall be in lieu of (and not in addition to) the Severance Payments and COBRA Assistance set forth in Section 4.1. 
 Section 4.3. Termination for Cause; Voluntary Termination. 
 (a) The
Company may terminate the Executive’s employment hereunder at any time for Cause upon written notice to the Executive. The Executive may voluntarily terminate his employment hereunder at any time for any reason or no reason upon ninety
(90) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Executive, to accept the Executive’s notice of resignation and to accelerate such notice and make
the Executive’s resignation effective immediately, or on such other date prior to Executive’s intended last day of work as the Company deems appropriate. It is understood and agreed that the Company’s election to accelerate
Executive’s notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 or 4.2 of this Agreement or otherwise or constitute Good Reason for purposes of
Section 4.2 of this Agreement or otherwise. 
 (b) If the Executive’s employment is terminated pursuant to
Section 4.3(a), the Executive shall, in full discharge of all of the Company’s obligations to the Executive, be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide
to the Executive, the following (collectively, the “Accrued Obligations”): 
 (i) the
Executive’s accrued but unpaid Base Salary through the final date of the Executive’s employment by the Company (the “Termination Date”), payable in accordance with the Company’s standard payroll practices; 

(ii) the Executive’s accrued, but unused, vacation (in accordance with the Company’s policies); 

  
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 (iii) expenses reimbursable under Section 3.2 above incurred on
or prior to the Termination Date but not yet reimbursed; and 
 (iv) any amounts or benefits that are vested
amounts or vested benefits or that the Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan,
program, policy, or practice. 
 Section 4.4. Termination Resulting from Death or Disability. 

(a) As the result of any Disability suffered by the Executive, the Company may, upon five (5) days prior notice to the Executive,
terminate the Executive’s employment under this Agreement. The Executive’s employment shall automatically terminate upon his death. 
 (b) “Disability” means a determination by the Company in accordance with applicable law that as a result of a physical or mental injury or illness, the Executive is unable to perform the
essential functions of his job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days; or (ii) one hundred twenty (120) days during any twelve (12) month period. 

(c) If the Executive’s employment is terminated pursuant to Section 4.4(a), the Executive or the Executive’s
estate, as the case may be, shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Executive or the Executive’s estate, as the case may be, the Accrued
Obligations. 
 Section 4.5 Release Agreement. In order to receive the Severance Payments and the COBRA Assistance
set forth in Section 4.1 or to receive the Enhanced Severance Payments and the Enhanced COBRA Assistance set forth in Section 4.3 (as applicable, and, in each case, if eligible), the Executive must timely execute (and not
revoke) a separation agreement and general release (the “Release Agreement”) in a customary form as is determined to be reasonably necessary by the Company in its good faith and reasonable discretion; provided, that the Company
provides the Executive with the form of Release Agreement within 3 days following the Termination Date. The Severance Payments and COBRA Assistance or the Enhanced Severance Payments and Enhanced COBRA Assistance, as applicable, are subject to the
Executive’s execution of such Release Agreement within 45 days of the Executive’s receipt of the Release Agreement and the Executive’s non-revocation of such Release Agreement. 

Section 4.6 Post-Termination Breach. Notwithstanding anything to the contrary contained in this Agreement, the Company’s
obligations to provide the Severance Payments and the COBRA Assistance or the Enhanced Severance Payments and the Enhanced COBRA Assistance, as applicable, will immediately cease if the Executive breaches any of the provisions of the Covenants
Agreement, the Release Agreement or any other agreement the Executive has with the Company, or if any provision of those agreements is determined to be unenforceable, to any extent, by a court or arbitration panel, whether by preliminary or final
adjudication. 
 Section 4.7. Removal from any Boards and Position. If the Executive’s employment is terminated
for any reason under this Agreement, he shall be deemed (without further action, deed or notice) to resign (i) if a member, from the Board or board of directors (or similar governing 

  
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body) of any Affiliate of the Company or any other board to which he has been appointed or nominated by or on behalf of the Company and (ii) from all other positions with the Company or any
subsidiary or other Affiliate of the Company, including, but not limited to, as an officer of the Company and any of its subsidiaries or other Affiliates. 
 ARTICLE 5 
 GENERAL PROVISIONS 

Section 5.1. Company Proprietary Information, Inventions, and Noncompetition Agreement. The Executive acknowledges and
confirms that the Proprietary Information, Inventions, and Noncompetition Agreement executed by the Executive in favor of the Company on July 25, 2008 (“Covenants Agreement”), the terms of which are incorporated herein by
reference, remains in full force and effect and binding upon the Executive. The Covenants Agreement shall survive the termination of this Agreement and the Executive’s employment by the Company for the applicable period(s) set forth therein.

 Section 5.2. Expenses. Each of the Company and the Executive shall bear its/his own costs, fees and expenses in
connection with the negotiation, preparation and execution of this Agreement. 
 Section 5.3. Key-Man
Insurance. Upon the Company’s request, the Executive shall cooperate (including, without limitation, taking any required physical examinations) in all respects in obtaining a key-man life insurance policy on the life of the Executive in
which the Company is named as the beneficiary. 
 Section 5.4. Entire Agreement. This Agreement, the Indemnification
Agreement between the Executive and the Company dated December 17, 2009 (as it may be amended from time to time), the Covenants Agreement and the Prior Grant Agreements contain the entire agreement of the parties hereto with respect to the
terms and conditions of the Executive’s employment during the Term and activities following termination of this Agreement and the Executive’s employment with the Company and supersede any and all prior agreements and understandings,
whether written or oral, between the parties hereto with respect to the subject matter of this Agreement, the Indemnification Agreement, the Covenants Agreement or the Prior Grant Agreements (including, without limitation, the Prior Employment
Agreement). Each party hereto acknowledges that no representations, inducements, promises or agreements, whether oral or in writing, have been made by any party, or on behalf of any party, which are not embodied herein, in the Covenants Agreement or
in the Prior Grant Agreements. The Executive acknowledges and agrees that the Company has fully satisfied, and has no further, obligations to the Executive arising under, or relating to, the Prior Employment Agreement or any other employment or
consulting arrangement or understanding (including, without limitation, any claims for compensation or benefits of any kind) or otherwise. No agreement, promise or statement not contained in this Agreement, the Indemnification Agreement, the
Covenants Agreement or the Prior Grant Agreements shall be valid and binding, unless agreed to in writing and signed by the parties sought to be bound thereby. 
 Section 5.5. No Other Contracts. The Executive represents and warrants to the Company that neither the execution and delivery of this Agreement by the Executive nor the


  
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performance by the Executive of the Executive’s obligations hereunder, shall constitute a default under or a breach of the terms of any other agreement, contract or other arrangement,
whether written or oral, to which the Executive is a party or by which the Executive is bound, nor shall the execution and delivery of this Agreement by the Executive nor the performance by the Executive of his duties and obligations hereunder give
rise to any claim or charge against either the Executive, the Company or any Affiliate, based upon any other contract or other arrangement, whether written or oral, to which the Executive is a party or by which the Executive is bound. The Executive
further represents and warrants to the Company that he is not a party to or subject to any restrictive covenants, legal restrictions or other agreement, contract or arrangement, whether written or oral, in favor of any entity or person which would
in any way preclude, inhibit, impair or limit the Executive’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements. The
Executive shall defend, indemnify and hold the Company harmless from and against all claims, actions, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and amounts paid in settlement in good faith) arising
from or relating to any breach of the representations and warranties made by the Executive in this Section 5.5. 

Section 5.6. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be
delivered personally or sent by nationally recognized overnight courier service (with next business day delivery requested). Any such notice or communication shall be deemed given and effective, in the case of personal delivery, upon receipt by the
other party, and in the case of a courier service, upon the next business day, after dispatch of the notice or communication. Any such notice or communication shall be addressed as follows: 

If to the Company, to: 
 Regado Biosciences, Inc. 
 120 Mountain View Boulevard 

Basking Ridge, NJ 07920 
 Attn: Board of Directors 
 With a copy to: 

Lowenstein Sandler LLP 
 1251 Avenue of the Americas 
 New York, New York 10020 

Attn: Michael J. Lerner, Esq. 
 If to the Executive, to: 
 David J. Mazzo, Ph.D.

 Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons
named above. 

  
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 Section 5.7. Governing Law; Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New Jersey, without regard to principles of conflicts of law. Any and all actions arising out of this Agreement or Employee’s employment by Company or termination therefrom shall be
brought and heard in the state and federal courts of the State of New Jersey and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts. THE COMPANY AND THE EXECUTIVE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO
TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH
RESPECT TO THIS WAIVER. 
 Section 5.8. Waiver. Either party hereto may waive compliance by the other party with any
provision of this Agreement. The failure of a party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that
term or any other term of this Agreement. No waiver of any provision shall be construed as a waiver of any other provision. Any waiver must be in writing. 
 Section 5.9. Severability. If any one or more of the terms, provisions, covenants and restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties will attempt to agree upon a
valid and enforceable provision which shall be a reasonable substitute for such invalid and unenforceable provision in light of the tenor of this Agreement, and, upon so agreeing, shall incorporate such substitute provision in this Agreement. In
addition, if any one or more of the provisions contained in this Agreement shall for any reason be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity or subject, it shall be
construed, by limiting or reducing it, so as to be enforceable to the extent compatible with then applicable law. 

Section 5.10. Counterparts. This Agreement may be executed in any number of counterparts and each such duplicate counterpart
shall constitute an original, any one of which may be introduced in evidence or used for any other purpose without the production of its duplicate counterpart. Moreover, notwithstanding that any of the parties did not execute the same counterpart,
each counterpart shall be deemed for all purposes to be an original, and all such counterparts shall constitute one and the same instrument, binding on all of the parties hereto. 

Section 5.11. Advice of Counsel. Both parties hereto acknowledge that they have had the opportunity to seek and obtain the
advice of counsel before entering into this Agreement and have done so to the extent desired, and have fully read the Agreement and understand the meaning and import of all the terms hereof. 

Section 5.12. Assignment. This Agreement shall inure to the benefit of the Company and its successors and assigns (including,
without limitation, the purchaser of all or substantially all of its assets) and shall be binding upon the Company and its successors and assigns. This Agreement is personal to the Executive, and the Executive shall not assign or delegate his rights
or duties under this Agreement, and any such assignment or delegation shall be null and void. 

  
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 Section 5.13. Agreement to Take Actions. Each party to this Agreement shall
execute and deliver such documents, certificates, agreements and other instruments, and shall take all other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement. 

Section 5.14. No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to
anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any
such action shall be null, void and of no effect; provided, however, that nothing in this Section 5.14 shall preclude the assumption of such rights by executors, administrators or other legal representatives of the
Executive or the Executive’s estate and their assigning any rights hereunder to the person or persons entitled thereto. 

Section 5.15. Source of Payment. Except as otherwise provided under the terms of any applicable employee benefit plan, all
payments provided for under this Agreement shall be paid in cash from the general funds of Company. The Company shall not be required to establish a special or separate fund or other segregation of assets to assure such payments, and, if the Company
shall make any investments to aid it in meeting its obligations hereunder, the Executive shall have no right, title or interest whatever in or to any such investments except as may otherwise be expressly provided in a separate written instrument
relating to such investments. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between Company and the Executive or any
other person. To the extent that any person acquires a right to receive payments from Company hereunder, such right, without prejudice to rights which employees may have, shall be no greater than the right of an unsecured creditor of Company. The
Executive shall not look to the owners of the Company for the satisfaction of any obligations of the Company under this Agreement. 
 Section 5.16. Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state
or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes. The Executive will be solely responsible for
all taxes assessed against him with respect to the compensation and benefits described in this Agreement, other than typical employer-paid taxes such as FICA, and the Company makes no representations as to the tax treatment of such compensation and
benefits. 
 Section 5.17. 409A Compliance. All payments under this Agreement are intended to comply with or be
exempt from the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as amended. To
the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A, the Company reserves the right to modify this Agreement to conform with any or all relevant


  
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provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax
consequences set forth in Section 409A and to assure that no payment or benefit shall be subject to an “additional tax” under Section 409A. To the extent that any provision in this Agreement is ambiguous as to its compliance with
Section 409A, or to the extent any provision in this Agreement must be modified to comply with Section 409A, such provision shall be read in such a manner so that no payment due to the Executive shall be subject to an “additional
tax” within the meaning of Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of the
Executive’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the Termination Date and the first such
payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for
purposes of Section 409A. In no event may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of
Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of
expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar
year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Executive shall not be
considered to have terminated employment with the Company for purposes of Section 4.1 or 4.2 unless the Executive would be considered to have incurred a “termination of employment” from the Company within the meaning of
Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with
Section 409A. 
 Section 5.18. 280G Modified Cutback. 

(a) If any payment, benefit or distribution of any type to or for the benefit of the Executive, whether paid or payable, provided or to
be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Parachute Payments”) would subject the Executive to the excise tax imposed under Section 4999 of the Code
(the “Excise Tax”), the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Parachute Payments to be
subject to the Excise Tax; provided that the Parachute Payments shall only be reduced to the extent the after-tax value of amounts received by the Executive after application of the above reduction would exceed the after-tax value of the amounts
received without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment and excise taxes applicable to such amount. Unless the
Executive shall have given prior written notice to the Company to effectuate a reduction in the Parachute Payments if such a reduction is required, which notice shall be consistent with the requirements of Section 409A to


  
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avoid the imputation of any tax, penalty or interest thereunder, then the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating accelerated vesting of stock
options or similar awards, then reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any other remaining Parachute Payments; provided, that no such
reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does
not comply with Section 409A. 
 (b) An initial determination as to whether (x) any of the Parachute Payments received
by the Executive in connection with the occurrence of a change in the ownership or control of the Company or in the ownership of a substantial portion of the assets of the Company shall be subject to the Excise Tax, and (y) the amount of any
reduction, if any, that may be required pursuant to the previous paragraph, shall be made by an independent accounting firm selected by the Company (the “Accounting Firm”) prior to the consummation of such change in the ownership or
effective control of the Company or in the ownership of a substantial portion of the assets of the Company. The Executive shall be furnished with notice of all determinations made as to the Excise Tax payable with respect to the Executive’s
Parachute Payments, together with the related calculations of the Accounting Firm, promptly after such determinations and calculations have been received by the Company. 
 (c) For purposes of this Section 5.18, (i) no portion of the Parachute Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date
of payment of the Parachute Payments shall be taken into account; (ii) no portion of the Parachute Payments shall be taken into account which in the opinion of the Accounting Firm does not constitute a “parachute payment” within the
meaning of Section 280G(b)(2) of the Code; (iii) the Parachute Payments shall be reduced only to the extent necessary so that the Parachute Payments (other than those referred to in the immediately preceding clause (i) or (ii)) in
their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax counsel
referred to in such clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Parachute Payments shall be determined by the Company’s independent auditors based on Sections 280G and 4999 of
the Code and the regulations for applying those sections of the Code, or on substantial authority within the meaning of Section 6662 of the Code. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written. 
  

			
	COMPANY
	
	Regado Biosciences, Inc.
		
	By:	 	 /s/ Dennis Podlesak

	Name:	 	Dennis Podlesak
	Title:	 	Chairman of Board
	
	EXECUTIVE
	
	 /s/ David J. Mazzo

	David J. Mazzo, Ph.D.


 [SIGNATURE PAGE TO EMPLOYMENT
AGREEMENT]