exhibit 10. 35 assignment and assumption agreement 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 # # # - # # # - # # # #, 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 ” ). witnesseth : whereas, regado and dri entered into that certain technology transfer agreement on december 18, 2012 ( the “ tta ” ), and regado, rmi investments s. a. r. l. and certain other parties have entered into a series e preferred stock purchase agreement dated december 18, 2012 ( the “ purchase agreement ” ). whereas, dri has agreed to assign the tta in full, including all rights and obligations thereunder, to novamedica, and novamedica has agreed to accept such assignment of rights and agrees to assume such obligations. whereas, the assignment of rights and assumption of obligations effected by this agreement are consistent with the terms of the tta, and regado has consented to these assignments and assumptions. whereas, dri and novamedica intend that the assignment of intellectual property rights in the territory under the tta to novamedica be effected as a contribution to the charter capital and to the additional paid - in capital of novamedica, in accordance with the terms of the investment agreement dated february 15, 2012 ( the “ investment agreement ” ) among domain associates, l. l. c., rusnano ojsc, rusnanomedinvest llc ( “ rm