Regado Biosciences, Inc. Employment Offer Letter to Ellen McDonald (Senior Vice President, Business Operations and Chief Business Officer)

A gross salary of $23,333.33 monthly (less taxes and authorized deductions) consistent with the Company’s normal payroll practices, which computes to $280,000.00 over a twelve-month period. Typically, employees are paid on the 15^th and the last business day of the month.

You will be eligible to participate in the Company’s Equity Compensation Plan and, subject to the formal approval of the Company’s Board of Directors, will be granted 435,000 options effective your 1^st day of employment.

You will be eligible for a target bonus of 35% of your annual salary based upon the Company’s achievement of corporate objectives, as well as achievement of your individual objectives as determined by the Company’s Chief Executive Officer. Your bonus eligibility will commence with the 2009 calendar year as your first full year of employment. In order to be eligible to receive a bonus payment, you must be in an active working status with the Company (or its subsidiary) at the time of such payment. Each such bonus that relates to a particular calendar year, to the extent earned, will be paid no later than March 15^th of the year following such calendar year.

You will receive four (4) weeks of paid vacation per year commencing in January 2009.

The Company will reimburse your reasonable business expenses in accordance with the Company’s business expense policy.

In the event your employment is terminated by the Company without cause (as defined below), (A) you will receive payments equal to the sum of twelve (12) months of salary (less taxes and authorized deductions), to be paid bimonthly in accordance with the Company’s customary payroll practices, commencing immediately following the earlier of (i) the effectiveness of the release of claims discussed below and (ii) the Company’s failure to provide a reasonably acceptable form within 3 days following such termination of employment as discussed below (the “ Severance Payments”); provided, that if such termination of employment occurs on or after October 10^th of any year, the Severance Payments shall commence no earlier than January 1^st of the following year; and (B) if you then participate in the Company’s medical and/or dental plans and you timely elect to continue and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Company will pay monthly on your behalf a portion of the cost such coverage for the twelve (12) months after the date of your termination, which payments will be equal to the amount of the monthly premium for such coverage less the amount that you would have been required to pay if you had remained an active employee of the Company. As used in this letter, “cause” will be defined as: (i) a material act or act of fraud committed by you that is intended to result in your personal enrichment to the detriment or at the expense of the Company; (ii) you are convicted of a felony; (iii) gross negligence or willful misconduct by you, or failure by you to perform the duties or obligations reasonably assigned to you by the Company’s Board of Directors or Chief Executive Officer from time to time, which is not cured upon ten (10) days prior written notice (unless such negligence, misconduct or failure is not susceptible of a cure); or (iv) you violate the Company’s Proprietary Information, Inventions and Noncompetition Agreement signed in conjunction with this letter as described below. In the event of any termination of this letter for any reason other than a termination by the Company without cause, the Company will have no obligation or liability with respect to any obligations described above. The Company may terminate your employment at any time.

You and your family members will be eligible for the Company’s benefit plans as of the 1^st day of your employment. Insurance benefits include medical, dental, disability, life and vision, and additional programs are available for flexible spending accounts and 401k. All corporate benefit programs are fully subsidized by the Company.

You will be responsible for all taxes assessed against you with respect to the compensation and benefits described in this letter, and the Company makes no representations as to the tax treatment of such compensation and benefits. To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Company reserves the right to modify this letter to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation

and benefits are exempt from the provisions of Code Section 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Code Section 409A(a)(1). Notwithstanding, to the extent the Company determines that you are a “specified employee” to whom Code Section 409A(a)(2)(B)(i) applies with respect to any of the compensation and/or benefits described above, the Company will delay the payment of such compensation and/or the provision of such benefits until the date that is six (6) months after the date of your separation from service (within the meaning of section 409A of the Code).

In order to receive the Severance Payments, you must timely execute a separation agreement and general release in a customary form as is determined to be reasonably necessary by the Company in its good faith and reasonable discretion. Notwithstanding anything to the contrary contained in this letter, the Company’s obligations to provide you with any severance will immediately cease if you breach any of the provisions of the Company’s Proprietary Information, Inventions and Noncompetition Agreement or any other agreement you have 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.

You represent that you continue to be free to accept employment with the Company without any contractual restrictions, express or implied, with respect to any of your prior employers and/or positions, and you understand that continued employment at the Company are contingent on the accuracy of this representation.

You agree to be bound by and to comply fully with all Company policies and procedures for employees, including but not limited to, all terms and conditions set forth in the Company’s employee handbook, compliance manual and any other memoranda and communications applicable to you pertaining to 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, your obligations to comply with Company rules regarding confidential and proprietary information and trade secrets, and to furnish accurate and complete information to the Company in connection with your employment.

You will be eligible to participate in the Regado Supplemental Incentive Program once the Board of Directors formalizes the details of said plan. This plan will be designed to provide an additional bonus upon achievement of success of the Company’s business plan. The program will be restricted to select members of the management team and, as such, is considered confidential. You will be provided with details of the plan as soon as they are finalized.

/s/ Chris Courts

12/1/08