EX-10.1





 Exhibit 10.1 

Portions of the exhibit, marked by brackets, have been omitted because 

the omitted information (i) is not material and (ii) is treated as confidential by the Company. 

																	
	AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	 	 	 	1. CONTRACT ID CODE	 	PAGE OF PAGES
		 		 		 		 	    	 	    1	 	13
	2. AMENDMENT/MODIFICATION NO.	 	3. EFFECTIVE DATE	 	4. REQUISITION/PURCHASE REQ. NO.	 	5. PROJECT NO. (if applicable)            
		 	 	 		
	P00004	 	See Block 16C	 	OS300135	 	 	 	 	 	 
	6. ISSUED BY	 	CODE 	 	ASPR-BARDA	 	7. ADMINISTERED BY (if other than Item 6)	 	CODE 	 	
	  
 ASPR-BARDA

200 Independence Ave., S.W.
 Room
640-G
 Washington DC 20201
  
	 		 		 		 		 		 	
	8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)	 	 (x)

 
	 	 9A. AMENDMENT OF SOLICITATION NO.

 

	  
 CONTRAFECT CORPORATION 1576315

Attn: ANTHONY DINGER
 CONTRAFECT
CORPORATION            28 WELL
 28 WELLS AVE FL 3

YONKERS NY 10701
  
	 		 		 	  
 9B. DATED (SEE ITEM 11)

 

	 	x	 	10A. MODIFICATION OF CONTRACT/ORDER NO.
	 		 		 	75A50121C00021
	 		 		 	10B. DATED (SEE ITEM 13)
	CODE	 	1576315	 	FACILITY CODE	 	 	 	 	 	03/10/2021


													
	 
	
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

 

	  

☐   The above numbered solicitation is amended as set forth in Item 14. The hour and date
specified for receipt of Offers             ☐ is extended.        ☐ is not extended.

       Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended , by one of the following methods: (a) By completing Items 8 and 15, and returning
                     copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or
(c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE
SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes
reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

	12. ACCOUNTING AND APPROPRIATION DATA (if required)	 	                        Net Increase	 	$6,614,714.00
					 
	2022.1992022.25106	 		 		 		 	 
	 
	
13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

 

	CHECK ONE	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE
IN THE CONTRACT ORDER NO. IN ITEM 10A.
  
  

	 	 	
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in
paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
  

 

	  

X
  
	 	 C. THIS
SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

	 	FAR 52.217-9 Option to Extend the Term of the Contract and 43.103(a) - Modification by mutual agreement o
		 	  

D. OTHER (Specify type of modification and authority)

 
  

	E. IMPORTANT:	 	
Contractor         ☐ is not         ☒ is required to sign this
document and return                          copies to the issuing office.

 

	  
 14. DESCRIPTION OF
AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)
  

Tax ID Number: 39-2072586

DUNS Number: [***]
 UEI: LXUZL23QTTZ9

 
 The purpose of this modification is to: (1) descope CLIN 0002, exercise and fund
the newly established CLIN 0002 Option Period 1; (2) delete CLINs 0003-0006; (3) Revise Section B.3.(4) Revise the Contracting Officer in Section’s F.2, G.1, and G.5 (5) Revise the Statement of Work. See Block 14 Continuation Sheet.

 
 The total BARDA exercised share contract value, increased by $6,614,714.00 from
$9,767,226.00 to $16,381,940.00.
 Continued ...
  

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force
and effect.
  
	 	 


													
	 	 
	15A. NAME AND TITLE OF SIGNER (Type or print)	 	16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
		 
	 Roger J. Pomerantz, M.D., F.A.C.P.

President and CEO
	 	JONATHAN F. GONZALEZ
		 	 	 
	15B. CONTRACTOR/OFFEROR	 	15C. DATE SIGNED  	 	16B. UNITED STATES OF AMERICA	 	16C. DATE SIGNED        
		 	 	 
	
/s/ Roger J. Pomerantz            
                  
   (Signature of person
authorized to sign)
	 	        August 23, 2022	 	 /s/ Jonathan F.
Gonzalez                                        
            

                    (Signature of Contracting
Officer)
	 	 2022.08.24

	  
	 		 		 		 		 		 	 

  

			
	Previous edition unusable	  	
STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243            

	NSN 7540-01-152-8067	  	
OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110


  













									
	 	 	 
	CONTINUATION SHEET	  	REFERENCE NO. OF DOCUMENT BEING CONTINUED	  	PAGE OF PAGES
	 		 	
	 	  	75A50121C00021/P00004	  	    1    	  	13


	
	 
	NAME OF OFFEROR OR CONTRACTOR
	CONTRAFECT CORPORATION 1576315


																							
	 	 	 	 	 	 
	
  ITEM NO.  

(A)
		SUPPLIES/SERVICES
(B)		
  QUANTITY  

(C)
		
  UNIT  

(D)
		
  UNIT PRICE  

(E)
		
    AMOUNT    

(F)

	 	 	 	 	 	 
	2		 Total Contract value (including
ContraFect Cost share), decreased by $121,748,377 from $170,905,385 to $49,157,008.00, due to the descoping of CLIN 0002 and the deletion of CLINs 0003-0006.

Appr. Yr.: 2022 CAN: 1992022 Object Class: 25106 Period of Performance: 03/15/2021 to 06/30/2023

 
 Add Item 2 as follows:

 
 ASPR-22-01866 Exercise CLIN 0002 (Option 1) to ContraFect Corp under contract 75A50121C00021 Obligated Amount: $6,614,714.00
								6,614,714.00
			  
  

    
  

 
								

  

									
	 	 	 	 
	NSN 7540-01-152-8067	  		  		  	
OPTIONAL FORM 336 (4-86)

Sponsored by GSA
 FAR (48 CFR)
53.110
















			
	 Contract No.
 75A50121C00021

Modification No. P00004
	  	 Continuation Sheet

Block 14


  

 Beginning with the effective date of this modification, the Government and the Contractor mutually agree as
follows: 
 PART I – THE SCHEDULE 
 SECTION B
– SUPPLIES OR SERVICES AND PRICES/COSTS 
 ARTICLE B.2. ESTIMATED COST 

a. The base period consists of the cost share CLIN 0001 with an estimated cost total of $40,824,135. 

b. The amount currently obligated $9,767,226 will cover base performance of the contract through August 31, 2022. 

 

																					
	 Base Period Cost Share CLIN
	 
	 Item
	  	Period of
Performance	 	  	Supplies/Services	 	 	BARDA Share	 	  	ContraFect
Share	 	  	Total
(BARDA
share Plus
ContraFect
Share)	 
	 0001 Base
	  	 	3/15/21-8/31/22	 	  	 






	Conduct a Phase 3
clinical trial,
supportive
manufacturing, futility
analysis (60%) will be
conducted and
reviewed by the
DSMB	 
 
 
 
 
 
 
 	 	$	9,767,226	 	  	$	31,056,909	 	  	$	40,824,135	 
		  				  				 	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  				  				 	$	9,767,226	 	  	$	31,056,909	 	  	$	40,824,135	 
		  				  				 	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 B.3. OPTION PERIODS 

B.3.1 COST REIMBURSEMENT OPTIONS 
 a. The contract includes
optional, cost share CLIN 0002. The Government may exercise Option Periods in accordance with FAR 52.217-9 Option to Extend the Term of the Contract (March 2000), as set forth in Section I of the contract.

 b. Unless the government exercises its option pursuant to the option clause contained in ARTICLE I.2, the contract consists only of the Base Work segment
specified in the Statement of Work as defined in SECTIONS C and F, for the price set forth in ARTICLE B.2 of the contract. 
 c. The Government may modify
the contract unilaterally and require the contractor to provide supplies and services for Option Periods listed below, in accordance with FAR 52.217-9. 














			
	 Contract No.
 75A50121C00021

Modification No. P00004
	  	 Continuation Sheet

Block 14


  

 d. If the Government decides to exercise an option(s), the Government will provide the Contractor a
preliminary written notice of its intent as referenced in the clause. Specific information regarding the timeframe for this notice is set forth in the option clause ARTICLE I.2 of this contract. The estimated cost share of the contract will be
increased as set forth below: 
  

																					
	 Optional Cost Share CLINs
	 
	 Item
	  	Period of
Performance	 	  	Supplies/Services	 	  	BARDA Share	 	  	ContraFect
Share	 	  	Total
(BARDA
share Plus
ContraFect
Share)	 
	 0002 (Option)
	  	 	9/1/22-6/30/23	 	  	 



	Phase 3 Clinical Trial
CF-301-105 close out
and root cause
analysis of futility
outcome	 
 
 
 
 	  	$	6,614,714	 	  	$	1,718,159	 	  	$	8,332,873	 
		  				  				  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  				  				  	$	6,614,714	 	  	$	1,718,159	 	  	$	8,332,873	 
		  				  				  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

													
	 Total Funded BARDA Share
	  	$	16,381,940	 
		  		  		  		  		  	  
	  
	 

 SECTION F – DELIVERABLES OR PERFORMANCE 

F.2. DELIVERABLES 
 All paper/hardcopy documents/reports
submitted under this contract shall be printed or copied, 
 double-sided, on at least 30 percent post-consumer fiber paper, whenever practicable, in
accordance with FAR 4.302(b). Hard copies of deliverables and reports furnished to the Government under the resultant Contract (including invoices) shall be addressed as follows: 

HHS/ASPR/BARDA/CMA: 
 ATTN: Jonathan Gonzalez (Contracting
Officer) 
 U.S. Department of Health & Human Services 

Office of the Assistant Secretary for Preparedness and Response 

Biomedical Research and Development Authority (BARDA) 
 Contract
Management and Acquisition (CMA) 
 O’Neill House Office Building 

Washington, DC 20515 
 Email: [***] 

SECTION G - CONTRACT ADMINISTRATION DATA 
 G.1.
CONTRACTING OFFICER 














			
	 Contract No.
 75A50121C00021

Modification No. P00004
	  	 Continuation Sheet

Block 14


  

 The following Contracting Officer (CO) will represent the Government for the purpose of this contract: 

Jonathan Gonzalez (Contracting Officer) 
 U.S. Department of
Health & Human Services 
 Office of the Assistant Secretary for Preparedness and Response (ASPR) 

Biomedical Advanced Research and Development Authority (BARDA) 

Contract Management and Acquisition (CMA) 
 O’Neill House
Office Building 
 Washington, DC 20515 
 301-956-6588 
 Email: [***] 

G.3. KEY PERSONNEL 
 Pursuant to the Key Personnel clause
incorporated in Section I of this contract, the following individuals are considered to be essential to the work being performed hereunder: 
  

			
	 Name
	  	 Title

	[***]	  	Interim Chief Medical Officer
	[***]	  	VP Program Management & Development Operations
	[***]	  	Biometrics Consultant
	[***]	  	Regulatory Affairs Consultant
	[***]	  	Medical Affairs Consultant

 The key personnel specified in this contract are considered to be essential to work performance. At least [***] days prior to
diverting any of the specified individuals to other programs or contracts (or as soon as possible, if an individual must be replaced, for example, as a result of leaving the employ of the Contractor), the Contractor shall notify the Contracting
Officer and shall submit comprehensive justification for the diversion or replacement request (including proposed substitutions for key personnel) and qualifications of the individual proposed as a substitute to permit evaluation by the Government
of the impact on performance under this contract. The Contractor shall not divert or otherwise replace any key personnel without the written consent of the Contracting Officer. The Government may modify the contract to add or delete key personnel at
the request of the contractor or Government. 
 G.4. CONTRACT FINANCIAL REPORT 

 

					
	 CO
	  	 COR
	  	 PSC

	 Jonathan Gonzalez
 (Contracting Officer)

HHS/ASPR/BARDA/CMA
 O’Neill House Office Bldg

Washington, DC 20515
 Email: [***]
	  	 Kensey Amaya, PhD COR
 HHS/ASPR/BARDA

O’Neill House Office Bldg
 Washington, DC 20515

202-690-5746

Email: [***]
	  	 [***]

& “e-Room”
















			
	 Contract No.
 75A50121C00021

Modification No. P00004
	  	 Continuation Sheet

Block 14


  

 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS SECTION J - LIST OF ATTACHMENTS 

The following documents are attached and incorporated in this contract: 
  

	1.	 Statement of Work 



Statement of Work, dated 08/18/2022 














			
	 Contract No.
 75A50121C00021

Modification No. P00004
	  	 Continuation Sheet

Block 14