EX-10.48



 Exhibit 10.48 
 REGADO BIOSCIENCES, INC. 
 TERMINATION AGREEMENT 

This TERMINATION AGREEMENT (the “Agreement”) is made as of the 16th day of May 2013, by and among Regado Biosciences,
Inc., a Delaware corporation (the “Company”), the purchasers listed on Schedule A hereto (each an “Investor” and collectively the “Investors”). 

RECITALS: 
 WHEREAS, 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)(iii) of SPA provided for the closing of a Third Tranche of the Initial Closing to take place on or before January 17, 2014 subject to the prior unanimous
written approval of the Major Holders; and 
 WHEREAS, Section 1.3 of SPA provided for a Second Closing to
take place on or before June 30, 2013; and 
 WHEREAS, on April 29, 2013, the Company filed a registration
statement on Form S-1 (File No. 333-188209) (the “Registration Statement”) for an underwritten initial public offering (“IPO”) pursuant to an underwriting agreement between the Company and Cowen and Company,
LLC and BMO Capital Markets Corp., as representatives of the underwriters named therein (the “Underwriting Agreement”) of shares of its common stock par value $0.001 per share ( “Common Stock”); and 

WHEREAS, in anticipation of consummation of its IPO, the Company’s Board of Directors established a committee to approve the
terms of the IPO (the “Pricing Committee”); and 
 WHEREAS, upon consummation of the IPO on pricing
terms, including, without limitation, the public offering price per share and the aggregate gross proceeds, that are approved by the Pricing Committee, each share of Preferred Stock shall convert into shares of Common Stock at the then-effective
Conversion Rate (as defined in the Company’s Fifth Amended and Restated Certificate of Incorporation); and 

WHEREAS, the parties wish to terminate, effective immediately prior to the consummation of the IPO, any obligation of the Company
to sell, and any obligation or right of any Investor to purchase, additional shares of Series E Preferred Stock pursuant to the SPA. 
 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and intending to be legally bound, the parties agree as follows: 

 

	 	1.	 Section 1.2(a)(iii) of the SPA. Effective immediately prior to the consummation of the IPO on pricing terms, including, without
limitation, the public offering price per 










	 	
share and the aggregate gross proceeds, that are approved by the Pricing Committee, any obligation of the Company to sell, and any obligation or right of any Investor to purchase, additional
shares of Series E Preferred Stock pursuant to Section 1.2(a)(iii) shall be terminated and shall be of no further force and effect. 

  

	 	2.	Sections 1.3 of the SPA. Effective immediately prior to the consummation of the IPO on pricing terms, including, without limitation, the
public offering price per share and the aggregate gross proceeds, that are approved by the Pricing Committee, any obligation of the Company to sell, and any obligation or right of any Investor to purchase, additional shares of Series E Preferred
Stock pursuant to Section 1.3 shall be terminated and shall be of no further force and effect. 

  

	 	3.	Section 1.5 of the SPA. Effective immediately prior to the consummation of the IPO on pricing terms, including, without limitation, the public
offering price per share and the aggregate gross proceeds, that are approved by the Pricing Committee, any obligation of the Company to sell, and any obligation or right of any Investor to purchase, additional shares of Series E Preferred Stock
pursuant to Section 1.5 shall be terminated and shall be of no further force and effect. 

  

	 	4.	No further sales or purchases pursuant to the SPA. Effective immediately prior to the consummation of the IPO on pricing terms, including, without
limitation, the public offering price per share and the aggregate gross proceeds, that are approved by the Pricing Committee, the Company and the Investors expressly agree that the Company shall not sell, and no Investor shall have any obligation or
right to purchase, any additional shares of Series E Preferred Stock pursuant to the terms of the SPA. 

  

	 	5.	SPA. Except as expressly agreed herein, the terms and provisions of the SPA shall continue in full force and effect. 


 

	 	6.	Counterparts. This Agreement 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. 

  

	 	7.	Notwithstanding anything to the contrary contained herein, in the event the Underwriting Agreement is executed and delivered but the transactions contemplated by
the Underwriting Agreement fail to close for any reason, this Agreement shall be deemed null and void, in which case the obligations of the Company to sell, and the obligations of the Investors to purchase, additional shares of Series E Preferred
Stock pursuant to the SPA shall remain in full force and effect. 


  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of 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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 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/ Matt Rieke

	Name:	 	Matt Rieke
	Title:	 	VP



  
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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/ Pierre-Michael Passy

	Name:	 	Pierre-Michael Passy
	Title:	 	President EdRIP



  
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	RMI INVESTMENTS, S.A.R.L.
	
	By: Vladimir Gurdus
	Its Director
		
	By:	 	 /s/ Vladimir Gurdus

	Name:	 	
	Title:	 	



  
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	BAXTER HEALTHCARE CORPORATION
		
	By:	 	 /s/ Robert J. Hombach

	Name:	 	Robert J. Hombach
	Title:	 	Chief Financial Officer



  
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