×
top 200 commentsshow 500

[–]crappy_ninja 367 points368 points  (46 children)

The only thing I've learned from the contract is I could never be a lawyer. How do you people stay focused while reading page after page of that?

[–]miju-irl 162 points163 points  (2 children)

You would be surprised how much of a contract is a template with very few variables in standard wording across the EU.

Once you get used to reading these public procurement contracts they are very straight forward

[–][deleted] 9 points10 points  (1 child)

Yeah, that's because common law has few universal definitions and procedures in actual laws, so you have to define zillions of words and procedures in the contract itself.

[–]DrZombooEngland 123 points124 points  (11 children)

I am not a lawyer but do review contracts as part of my job in the NHS (basically I need to know enough to be able identify when to actually send to a solicitor!)

Honestly it's not too bad. In EU and UK law there is an expectation that contracts are written in 'Plain English' (or other language of course) and needs to have very clear definitions of who or what they are referring to. There will be legal terminology but it will never be used unnecessarily or too heavily.

American contracts on the other hand are a load of bollocks! Full of legal terminology at every opportunity to the point you need a legal dictionary to interpret, and often needlessly long. Basically trying to squeeze every penny out of their law degrees by making it hard for the public or even people like me who have a kind of intermediary understanding to interpret.

[–]intergalacticspy 43 points44 points  (9 children)

American lawyers draft as if they are paid by how many words they can squeeze onto a page. Horrible, horrible drafting.

[–]DrasticXylophoneEngland 10 points11 points  (1 child)

They are usually paid by the hour so yeah they are

[–]jamie_plays_his_bassIreland 136 points137 points  (20 children)

The same trick is used in investment. Use odd terminology and jargon to make it inaccessible. It’s boring by design.

[–][deleted] 143 points144 points  (16 children)

Not really. In contract law if it's possible for a contract to be validly interpreted more than one way then it's a worthless contract. Contracts go into excruciating detail in order to make sure there's only one way to interpret them. That's why for example EULAs have entire sections explaining who/what they mean when they refer to "the user", "the service", "the service provider", etc.

By analogy, IRL when people are coordinating to do something simultaneously, one person might say "OK, on three" and the other person will immediately try to clarify whether that means to go exactly at three, or whether it's 1, 2, 3 and THEN go. People interpret things differently! So if such things were arranged by contract, the contract would include a section explaining which one it means, or it might be such a common clause in a contract that there'd be some latin phrase like non amplius quam tres that translates as "no further than 3" that is clearly defined in law as meaning the former interpretation in particular.

Hypothetically, that is. I'm not saying non amplius quam tres is an actual legal concept.

[–]LupineChemistSpain 15 points16 points  (1 child)

After you do a few, it's also kind of auto-pilot. This contract is actually not all that deep with legalese and pretty accessible (as far as contracts go)

But then you screw up some basic stuff. This contract really messed up the key question of manufacturing between sections 5.1 and 5.4 both referring to manufacturing in the EU while only 5.4 means that it includes UK for purposes of the contract and explicitly states it's only for that section.

[–][deleted] 6 points7 points  (0 children)

not really sometimes you really have to be super anal about shit to ensure bullshit technicalities don't happen

[–]ApresMatch 1014 points1015 points  (386 children)

Somebody read it all and tell me who is right and who is wrong so I can get appropriately indignant.

[–]yubnubsterUnited Kingdom 296 points297 points  (42 children)

We might end up in a position where they are both a little right and a little wrong and we might all be feeling either a little silly at our previous indignation or maybe just have to double down on said position regardless!

[–]JigsawPig 219 points220 points  (18 children)

Only the latter option is permitted on Reddit.

[–]AlcobobGermany 76 points77 points  (15 children)

Fuck you, you are categorically wrong. Only the former option is permitted on Reddit.

Cue the impending logical contradiction in 3, 2,.....

[–]JigsawPig 35 points36 points  (14 children)

Well, you are clearly trolling, or a bad faith actor. Or possibly even a bot. :)

[–]AlcobobGermany 23 points24 points  (8 children)

Damn, i didn't expect that answer. Let me check with my handlers for the correct reply.

Hah, didn't expect me to by a spy, DID YOU!?!

Edit: Wait no, that's part of "bad faith actor". Damn you reddit!

[–]JigsawPig 9 points10 points  (7 children)

This isn't my first rodeo.

[–]EvolationsUnited Kingdom 43 points44 points  (1 child)

No, no I think I'll just remain angry. My position might change, but my rage will not.

[–]MasterNoClue 11 points12 points  (1 child)

If Reddit managed to find the Boston bombers, it can explain a pharmaceutical contract!

[–][deleted] 28 points29 points  (11 children)

The former would be a great outcome of this whole mess. I want to be able to hug you UKians again, not continue be slightly sore.

[–]3dank5maymayGermany 29 points30 points  (9 children)

I want to be able to hug you UKians again

I don't want to do that because social distancing is important until we're vaccinated, which will take a while

[–]tyger2020Britain 27 points28 points  (5 children)

Im British and vaccinated, please form an orderly queue

[–]SkafdirNorth Rhine-Westphalia (Germany) 18 points19 points  (0 children)

That's mean you know full well that the best queue we might be able to pull off won't count as "orderly" for a British person.

[–][deleted] 12 points13 points  (2 children)

Virtual hugs anyone? The atmosphere in this sub is fucked.

[–]andygoodMumhan abú 6 points7 points  (0 children)

sharpens pitchfork

[–]RomanticFaceTechUnited Kingdom 231 points232 points  (166 children)

On face value, I think AstraZeneca come out of the release better than the EU.

The key parts from my scan through it are:

  • Page 2: AstraZeneca's commitment to using best reasonable efforts to provide 300 million doses of the vaccine.

  • Page 3, Section 1.9: The definition of best reasonable efforts. The definition emphasises the seriousness of the pandemic. Determining whether AstraZeneca have met this criteria could only realistically be done in a court case

  • Page 11, Section 5.1: Reconfirms that AstraZeneca have to make 300 million doses using their best reasonable efforts. Timescales are laid out but frustratingly they have been redacted so we don't have confirmation of the number of doses were expected to be produced in Q1 2021.

  • Page 11/12, Section 5.4: This mostly sets out that AstraZeneca should use sites located within the EU for the production of the vaccine that is to supplied to the EU. AstraZeneca have to write to the commission to explain why not. Crucially, for the purpose of this section only, the UK is considered part of the EU, so AstraZeneca can use UK sites to create vaccines for the EU.

There is a really important thing that needs to be highlighted about sections 5.1 and 5.4. The UK being considered part of the EU for manufacturing of the vaccine only applies to section 5.4, and nowhere else in the document. Therefore, my interpretation is section 5.1's "AstraZeneca shall use its Best Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution" does not include the UK sites.

I think this better matches what AstraZeneca has been saying than what the EU has been saying, the UK sites can be used for the EU vaccines but they aren't under any obligation to use them. This is debateable but I'd argue if the agreement wanted the UK sites included as part of AZ's commitment to 5.1, it would say so.

[–]fiddz0rSweden 170 points171 points  (8 children)

I'm too lazy to read the entire thing so I'm gonna uncritically believe everything you typed and that is now my opinion of this.

[–]themiraclemakerTurkey 26 points27 points  (2 children)

This is the truth now.

[–]Mickey2693 12 points13 points  (0 children)

I think you just summed up 99% of Reddit content in one paragraph. Well played sir.

[–]gasser 59 points60 points  (47 children)

Playing devil's advocate 5.1 and 5.4 could be considered sub-sections of section 5. Like you say though its definitely something that would have to be discussed in court.

My understanding of that section as a layperson is that the EU will accept production from EU (or UK) based facilities but anywhere outside that they need to be kept informed of the production and approve it. Although it does not appear to require AZ to use UK sites to meet EU commitments, it is implied its part of the " best efforts". However, that wording is too vague for me to conclude anything.

I think the second half of (sub?) section 5.4 will be important as it speaks about how AZ should react if they are unable to meet commitments, they will need to prove they have done so. Again its EU legalise so I don't think we will know who is right until it goes through the courts.

[–]LupineChemistSpain 19 points20 points  (44 children)

I can't believe they let such a problem get through. Especially referring to manufacturing sites in two points like that.

A good contract is sort of like computer programming, you don't want to hard code values in but use variables. Everything about manufacturing sites should be "To be manufactured in locations according to section 5.4" rather than having another specific clause which has everything all gummed up now.

[–]Zironic 63 points64 points  (45 children)

The problem here for AZ is mostly 13.1(e) where they promised they had no conflicting obligations. Meanwhile they still shipped doses made in the EU elsewhere.

AZ also promises in other parts of the document to promptly inform the EU about delays and subcontract the manufacturing if it believes it can't make the order.

[–]gamasUnited Kingdom 6 points7 points  (11 children)

The really interesting thing is that the EU contract does something I consider a bit backward for priorities. It insists that the vaccines for EU use MUST be produced in the EU unless AZ believes it would cause problems for best reasonable effort in which case they can get permission from the EU to provide vaccines produced by other plants.

There isn't actually a clause suggesting the inverse (which would be a more prudent thing for both EU priorities and in supporting the EU's argument) - that vaccines produced in the EU must be used exclusively for the EU.

So the contract, unless I misunderstand, creates an entirely counterproductive situation whereby the supply MUST be produced domestically, but the domestic supply can go anywhere in the world.

[–]Zironic 10 points11 points  (8 children)

No. Because 13.1(e) makes clear there's no conflicting obligation. Shipping elsewhere while being unable to deliver would violate 13.1(e)

[–]gamasUnited Kingdom 4 points5 points  (7 children)

Yeah I'm going to be honest I'm not sure what the legal implication of 13.1(e) is. The problem again is that it comes down to what "Best Reasonable Efforts".

13.1(e) only states there are no conflicting obligations that would impede on fulfillment of its obligations under the agreement. If its obligations are only "Best Reasonable Efforts" then arguably the UK contract would not impede that as the argument is "we did our Best Reasonable Effort as stipulated by the contract". The point of contention will always remain that the contract doesn't actually commit AZ to supply exactly according to the delivery schedule. But then you could argue the bit about "with respect to Initial Doses" does cover that. And then there is complication of "what if you reasonably believed doing this for the UK wouldn't impede your ability to provide Initial Doses and then it later transpired that it did"

It's... complicated and I feel only a court is going to truly settle this

[–]stroopwafel666 10 points11 points  (4 children)

“Best reasonable efforts” makes basically no sense. In terms of English contract law, “Reasonable efforts” means doing what a normal person would do to achieve the goal, but ultimately just means making an attempt. It’s not a high bar. “Best efforts” means doing everything in your power to achieve that objective. “Best reasonable efforts” gets used sometimes but generally only by bad lawyers or as a bullshit compromise where there is no agreement in the level of effort required.

[–]furchfur 4 points5 points  (0 children)

Thank you RomanticFaceTech.

The EU screwed up big time and need to blame someone other than themselves.

People are dying and they are arguing about word deffinition.

[–]_boki_Europe 4 points5 points  (0 children)

i'll hop on that train.

[–]popeter45England 24 points25 points  (14 children)

basicly 5.4 states all manafacturing sites in the EU will be used (and explicity states UK as in this areas for section 5.4 only)

but the list of sites is full redacted with a large area after the UK plants so cant tell if thats saying anything special about the UK sites such as refrening the UK's prior agreement

[–]Constant-Pen-1352 88 points89 points  (5 children)

If anyone's curious theres unredacted text in this: https://textuploader.com/184ka

Juicy parts: The cost is 870 million euros, Member states pay a bit of the fee, Astra can't make money, theres a 20% buffer for error. The cost can go up after July 1st. There are some liability waivers (basically so long as its not intentional)

So whoever published the pdf on the eu website forgot to remove the table of contents and i extracted the text from there so there are some symbols and whatnot but there's quite a bit of unredacted text in it.

[–]srpulgaSpain 24 points25 points  (1 child)

"forgot"

[–][deleted] 4 points5 points  (0 children)

The same way putting a border between Ireland and N Ireland was a "technical oversight"

[–]theknightwhoUnited Kingdom 3 points4 points  (0 children)

It’s only the start of each clause.

I really want to see 5.1 in full as it’s crucial to the main argument flying round about what AZ are obliged to deliver.

[–]BillMurray2020 508 points509 points  (152 children)

It's been 6 minutes FFS, someone tell me what to think?

[–]AconitumUrsinumEurope[S] 235 points236 points  (14 children)

Long time overdue! The re-training from infection- and vaccine expert to international trade expert can't take longer than 5 minutes, right?

[–][deleted] 16 points17 points  (0 children)

I got my international trade expert credentials self-certified during the Brexit negotiations.

[–]retrogeekhq 6 points7 points  (0 children)

I got stuck 50% epidemiologist 50% day trader, please help!

[–]Pr00chGermany, Poland 146 points147 points  (14 children)

Don’t worry, Reddit’s armchair international law team is on the case

[–]Tiramisufan 18 points19 points  (11 children)

This aint international law tho, my dude.

[–]Pr00chGermany, Poland 107 points108 points  (6 children)

No worries the team can re-specialise in a matter of minutes

[–]SyriseUnseen 13 points14 points  (0 children)

Even with the same skill it had before!

[–]PriamosishThe Lux in BeNeLux 7 points8 points  (2 children)

Top virologist here, we will all die. Also in my function as UN Secretary General I hereby declare that we must invade Belgium to secure the vaccine supplies! (a genuine proposal I read on one of the UK subs lol as a Luxembourger I am all for invading Belgium)

[–]nitrinuPortugal 25 points26 points  (2 children)

It totally proves your side of the argument basically. Which ever your side might be, that's how these discussions usually go over here.

[–][deleted] 67 points68 points  (62 children)

The problem is that the real meaty stuff is Redacted

[–]_selfishPersonRebornUnited Kingdom 206 points207 points  (56 children)

https://i.imgur.com/Gs14F0J.png

Except it's not; they cocked it up

EDIT: Mirror of original PDF with leaks: https://drive.google.com/file/d/10795brXRdkFSdXC764jAFflCjI3Qjtmi/view?usp=sharing

[–]JB_UK 94 points95 points  (24 children)

Whoever was responsible for doing the redaction is in trouble.

Edit: I looked at the header of the document from the Europa site, and the PDF was created today in a European timezone. Could still be an AZ employee, of course.

[–]_selfishPersonRebornUnited Kingdom 67 points68 points  (8 children)

Yeah. I've tried getting in contact with journalists about this but no luck. The price is listed on the doc multiple times (870 mill) and also they censored a lot of 30-day periods. It's very easy for anyone to see this, though: just open the document on SumatraPDF.

[–]Spatulakoenig 16 points17 points  (4 children)

Also it looks like they only have to provide at cost price until July 2021.

[–]Adderkleet 37 points38 points  (1 child)

Hmm... that would give them a great incentive to delay production...

[–]demonica123 9 points10 points  (0 children)

The contract with Oxford where they have to sell at cost is separate and the actual decider. Not the EU contract. The EU contract is just a guarantee if Oxford dropped that requirement.

[–]DomesticatedElephantThe Netherlands 9 points10 points  (1 child)

I've tried getting in contact with journalists about this but no luck.

Spiegel has written an article about it, so I think the word is out by now.

[–]FatCunth 18 points19 points  (0 children)

Wow

[–]rlobsterLuxembourg 8 points9 points  (4 children)

Where did you get the pdf? On the page linked in OP, I only find the pdf for the press release, but not the contract.

[–]Sonny1xSouth Africa (Swede) 15 points16 points  (2 children)

You mean the prices? Not really meaty for us

[–]User929293Italy 14 points15 points  (0 children)

Prices/doses/dates/sites

[–][deleted] 16 points17 points  (1 child)

I think a Belgian minister confused her classified Excel file with Twitter, so it is not much of a mystery now.

[–]JonnyArtoisUnited Kingdom 250 points251 points  (2 children)

I AM OUTRAGED, ABSOLUTELY OUTRAGED.

I cannot be arsed to read it, but I AM OUTRAGED!

[–]ok_how_about_now 14 points15 points  (0 children)

I am joining you. And I have no idea what it is about.

[–]shizzmynizzEU 53 points54 points  (1 child)

Time to sort by controversial.

EDIT: Fckin hell.

[–][deleted] 29 points30 points  (0 children)

Never go full controversial.

[–]CaptainVaticanusScotland 379 points380 points  (23 children)

Rights lads get ur law degrees out

[–]theyerg 272 points273 points  (9 children)

I studied law for 4 months before dropping out so I think I'm basically at the same level of qualifications as the lawyers involved here and I can say with 100% certainty here that one of the parties involved is in the wrong.

[–]MyFavouriteAxeUnited Kingdom 109 points110 points  (3 children)

Flawless analysis.

Pack it up boys, this argument is settled.

[–]AlcobobGermany 31 points32 points  (2 children)

Well, that was a disappointing resolution to the conflict....

Does anybody have any needs for some pitchforks and torches? I may have misjudged the market...

[–]SecondAccount404Scotland 19 points20 points  (1 child)

Don't buy any off him it just encourages panic buyers! Me and my family had to form an angry mob without any torches because of bastards like you, we looked like right idiots.

[–]shizzmynizzEU 7 points8 points  (0 children)

I love this comment section so much. Thanks for making my day.

[–]reginaldukEarth 32 points33 points  (3 children)

I got mine from the University of Prequel Memes. Where did you get yours?

[–][deleted] 6 points7 points  (0 children)

You fool! I have been trained in your lawyer arts by Count Dooku!

[–]yaniz 10 points11 points  (3 children)

As someone studying to become judge now it's my time to shine

[–]AreshianSpaniard back in Spain 10 points11 points  (0 children)

Shine, our little star

[–]shozyIreland 146 points147 points  (12 children)

This proves I’m right!

No, I haven’t read it, why do you ask?

[–]AreshianSpaniard back in Spain 21 points22 points  (3 children)

It proves I’m right too. It clearly states that my obligation of doing the dishes if my gf cooks it is not to be enforced if I did not partake on the dinner in question.

[–]shozyIreland 12 points13 points  (1 child)

Isn’t that in the Universal Declaration of Human Rights?

[–]AreshianSpaniard back in Spain 6 points7 points  (0 children)

She had a sleazy lawyer

[–]StuwebRaucous AUKUS 34 points35 points  (6 children)

I have x-ray vision and can see through all the redacted black boxes, it was a tough call, with the EU saying at one point 'You owe me Vaccines' to which AZ replied 'no u'. I can reliably say with full confidence that the winner of this contract drama is... a 50/50 draw. Both parties will be fighting once again in 3 months time but this time it will be a PPV event (paypal me £5/€5.65 for a ticket), winner takes all the vaccines.

[–]shozyIreland 9 points10 points  (3 children)

(paypal me £5/€5.65 for a ticket)

Those bastards promised to keep the cost under €3!

[–]StuwebRaucous AUKUS 6 points7 points  (0 children)

Complete slander, nothing of the sort was promised, you'll be hearing from my lawyers

[–]RulweylanUnited Kingdom 8 points9 points  (0 children)

Further up the thread are people who noticed that the EU cocked up redacting the contract, so you actually could see through the boxes.

[–]st36 28 points29 points  (6 children)

The document isn't redacted properly and shows the price to be €870m for 300m doses, so €2.90/dose.

[–]throwbackfinderEngland 94 points95 points  (10 children)

“How many and how much does it cost?”

[Redacted]

[–]Spatulakoenig 26 points27 points  (0 children)

870 million, according to the bookmarks someone forgot to remove.

[–][deleted] 49 points50 points  (0 children)

Looks to camera

“Everything”

[–]zabaci 19 points20 points  (1 child)

somebody found non redacted version

[–]youtossershad1job2doUnited Kingdom 14 points15 points  (0 children)

"somebody found" is a lot nicer way to say "the EU published"

[–]yubnubsterUnited Kingdom 12 points13 points  (1 child)

The soul of your first born.

It's there written clearly in invisible eldritch runes.

[–]English-BreakfastSwede in the UK 117 points118 points  (10 children)

My message would be that it's best to let the lawyers of the world read this before making any conclusions, instead of relying on the interpretation of random redditors. I mean, I doubt I'm clever enough to understand all the legal jargon.

Honestly though I doubt there's a smoking gun in there which solves the issue.

[–][deleted] 23 points24 points  (1 child)

IANAL but there have been cunts involved

[–]FraktaltDenmark 63 points64 points  (5 children)

Damn, so many strong opinions in this thread even though it's just been published and big parts of it is barely eligible between all the redacted parts. Maybe let the lawyers sort it out and whoever is right, is right.

[–]LincolnruinUnited Kingdom 10 points11 points  (3 children)

Yep. The Reddit "lawyers" are out in force.

[–]ThunderousOrgasmUnited Kingdom 41 points42 points  (11 children)

I just hope this means we can cool down our indignant rage from all sides and get back to fighting our real shared enemy, Covid!

[–]notbatmanyetSweden 16 points17 points  (6 children)

I'm so fucking tired of this Brexit crap, and this is just a proxy of this shit. I long for the time when the pandemic is over, Brexit shocks ceases to be felt and people are more likely to go back to being constructive instead of all of this nationalistic posturing.

[–]DoingIsLearning 20 points21 points  (1 child)

The same, but unredacted:

https://fragdenstaat.de/dokumente/8409-apa_-_astrazeneca/

...because PDF metada is black sourcery for EC staff.

[–]TurquioseOrange 8 points9 points  (0 children)

God, I'm glad I'm not a lawyer

[–]berottiEnglishman in Ireland 121 points122 points  (44 children)

Can we all take a deep breath and remember that AZ is still going to be producing 100 million doses a month for no profit, and that we will all still probably be vaccinated before most of the developing world?

[–]Dev__Ireland 101 points102 points  (32 children)

AZ is still going to be producing 100 million doses a month for no profit

During the Pandemic only -- after that they're the rights to profit from the vaccine. Lets not forget Oxford University is the real MVP here. AZ is just a slutty pharmaceutical whore who was lucky to get the contract that requires some work before they get to print money.

[–]CandayenceUnited Kingdom 65 points66 points  (3 children)

after that they're the rights to profit from the vaccine

Only to the developed world. For undeveloped countries it'll remain at cost.

[–]intergalacticspy 101 points102 points  (125 children)

[Disclaimer: I am an English and not a Belgian lawyer.]

Section 5.1 governs the "Initial Europe Doses" and requires them to be produced within the EU only[in the first place].

Section 5.4 governs the "Vaccine" in general and requires it to be produced within the EU+UK or (subject to certain conditions) non-EU locations.

Section 5.1 is the more specific clause, and therefore governs (in accordance with the maxim generalia specialibus non derogant). The Initial Europe Doses must therefore must be produced within the EU only[in the first place].

13.1(e) reinforces this by guaranteeing that there is no competing contract over the Initial Europe Doses. Which only makes sense if each country's supply is segregated, i.e. the EU's initial dose is produced only within the EU, and the UK's initial dose is produced only within the UK.

Subsequent orders after the 300 million Initial Europe Doses (such as the 100 million Optional Doses) can be produced in the UK or (subject to certain conditions) other non-EU countries.

[Edit: It has been pointed out that Schedule A appears to list sites for the Initial Europe Doses across the EU and UK. However, they are redacted, so it is unclear whether these sites are AZ sites or potential CMO sites. Most probably they are AZ sites, but we don't know for sure. If there are UK AZ sites identified for production of the IEDs, then it throws everything into confusion, because that would contradict section 5.1. Either 5.1 should have read "EU & UK" or Schedule A should have read "Initial Europe Doses & Optional Doses". Not clear how the contradiction would be resolved, but section 18.1(d) provides that the Agreement prevails over the attachments.]

[Edit 2: After much debate, I would still say that:

  • There is clearly a preference for the IEDs to come from a dedicated EU supply chain. I don't believe VDL when she says that the intention was always to use UK sites as the main supply. It really isn't compatible with the words of s 5.1 and the warranty in 13.1(e), given what the parties knew about the UK contracts. She is also clearly wrong when she says that the delivery schedule is a hard obligation and not simply a Best Reasonable Efforts obligation.
  • I do accept that UK sites can be used as a backup under s 5.4 for IEDs as well as later orders if the EU sites fall short. But whether AZ is obliged to do so depends on an interpretation of the Best Reasonable Efforts clause, which acknowledges that this is a global pandemic. The fact that both parties knew that AZ had other contracts outside the EU would therefore also be relevant.]

[–]StormgeddonUnion Européenne 34 points35 points  (6 children)

Section 18.1(d) notwithstanding (in the event of any inconsistencies between this Agreement and any attachments hereto, the terms of this Agreement shall prevail), how does this reconcile with Schedule A?

Schedule A: Total Cost of Goods

As of the date of this Agreement, the total Costs of Goods for the Initial Europe Doses are estimated to be REDACTED.

Drug substance manufacturing at REDACTED (FR/BE), REDACTED (NL), REDACTED (UK), and REDACTED (UK). REDACTED REDACTED REDACTED (ITL). REDACTED REDACTED REDACTED REDACTED.

Drug product manufacturing at REDACTED (ITL), REDACTED (DE), REDACTED (UK) and potential other suppliers.

The two redacted UK drug substance facilities are presumably the drug substances plants in Oxford and Keele, and the single redacted UK drug product facility is presumably the drug product plant in Wrexham.

If there was no intention of the parties for UK facilities to be utilised in the Initial Europe Doses, then why are they included in the schedule addressing the costs and delivery timeframe of the Initial Europe Doses?

I'm assuming that AZ will be utilising your argument in conjunction with 18.1(d), but I'm not sure how that would operate under Belgian contract law.

[–]intergalacticspy 17 points18 points  (3 children)

If that is the case, then there is an inconsistency between Schedule A and section 5.1

Either Schedule A should read "Initial Europe Doses and Optional Doses" or section 5.1 should have read "EU and UK".

You are right that AZ will seek to rely on 18.1(d).

I have no idea how that will be resolved.

[–]gamasUnited Kingdom 7 points8 points  (0 children)

I do wonder why they feel the need to redact the factories whilst not redact the countries they are when we all know where the factories are.

[–]CluelessFounder 28 points29 points  (74 children)

But the Initial Europe Doses are specifically mentioned in Section 5.4 as well. So it seems to me that as per 5.4 all vaccines are supposed to be produced in the mentioned sites in the UK and EU, while as per 5.1 Best Efforts shall be made to preferentially produce the Initial Europe Doses in the EU.

[–]randomf2 14 points15 points  (4 children)

Section 5.1 governs the "Initial Europe Doses" and requires them to be produced within the EU only.

5.1 says AZ shall make its best reasonable efforts to produce the initial doses in the EU. It does not say that they absolutely have to be produced in the EU and that other doses are not accepted. So to me it seems that 5.1 doesn't mean much other than that AZ should try to produce in the EU but if they can't and have to get them from elsewhere that's fine as long as they did their best effort to produce them in the EU. It's irrelevant to the issue at hand: AZ not having enough doses.

[–][deleted] 44 points45 points  (12 children)

Bit late on this, but there are a lot of people very selectively quoting. For me as much as anyone else I wanted to pull together the definitions and key elements. Trying to give the most reasonable overview I can. Please refer to the actual contract first and foremost for any queries you might have.

Initial disclaimers: 1. I have no legal training or experience with contract law. 2. I am British and would quite like to get the vaccine as soon as possible. 3. I am human and would quite like for everyone else to get the vaccine as soon as possible too.

In the recitals at the beginning we have a definition of the EU as the European Union (page 1). This is obvious, but potentially key later on.

We also have (page 2):

WHEREAS, as part of that scale-up, AstraZeneca has committed to use its Best Reasonable Efforts (as defined below) to build capacity to manufacture 300 million Doses of the Vaccine, at no profit and no loss to AstraZeneca, at the total cost currently estimated to be -REDACTED- Euros for distribution within the EU -REDACTED- (the "Initial Europe Doses"), with an option for the Commission, acting on behalf of the Participating Member States, to order an additional 100 million Doses (the "Optional Doses").

So here we can see 'Best Reasonable Efforts', and 'Initial Europe Doses' being discussed. These are the key bits. 'Best Reasonable Efforts' is outlined in the Definitions (page 3) as:

1.9. "Best Reasonable Efforts" means

(a) in the case of AstraZeneca, the activities and degree of effort that a company of similar size with a similarly-sized infrastructure and similar resources as AstraZeneca would undertake or use in the development and manufacture of a Vaccine at the relevant stage of development or commercialization having regard to the urgent need for a Vaccine to end a global pandemic which is resulting in serious public health issues, restrictions on personal freedoms and economic impact, across the world but taking into account efficacy and safety; and

(b) in the case of the Commission and the Participating Member States, the activities and degree of effort that governments would undertake or use in supporting their contractor in the development of the Vaccine having regard to the urgent need for a Vaccine to end a global pandemic which is resulting in serious public health issues, restrictions on personal freedoms and economic impact, across the world.

Nothing particularly ground-breaking there either.

Now, skipping ahead to page 11 and section 5. Manufacturing and Supply.

5.1 deals with the Initial Europe Doses, 5.2. the Optional Doses, 5.3 the Additional Doses, and 5.4 discusses the Manufacturing Sites. The Initial Europe Doses and the Optional Doses were discussed above in the recitals. What the EU and AZ are currently arguing about is the Initial Europe Doses (first 300million). The Optional Doses and Additional Doses sections do not contain information of interest, but I have noted their presence here firstly to explain what is being discussed between the key sections (5.1 and 5.4), and secondly because they make clear that provision is included beyond the Initial Europe Doses. In fact, the Optional Doses for 100million doses are an option for the EU. AZ must comply with this within certain constraints (e.g. notice must be given from the EU). The Additional Doses are to be considered 'in good faith' and therefore AZ are not obliged to supply these.

Into the key parts now:

5.1 Initial Europe Doses. AstraZeneca shall use its Best Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution, and to deliver to the Distribution Hubs, following EU marketing authorization, as set forth more fully Section 7.1, approximately -REDACTED- 2020 - REDACTED- Q1 2021, and (iii) the remainder of the Initial Europe Doses by the end of -REDACTED-.

From here we can infer the Initial Europe Doses are split into multiple delivery arrangements. Using general news as a source, it seems 100million of the 300million were to be delivered by Q1 2021 (end of March). Note, Section 7.1 discusses what the Commission is due to fund. It states the funding is for i) 'sufficient drug substance, filling, and finishing capacity in Europe' (I note here that Europe is not a defined term) ii) 'advance supply of critical components to supply finished Vaccine', and iii) 'fill, finish, and package the Vaccine for distribution'. The funding is to be equal to the estimated cost of goods for the Initial Europe Dose, the value of which is of course redacted.

The next key part:

5.4 Manufacturing Sites. AstraZeneca shall use its Best Reasonable Efforts to manufacture the Vaccine at manufacturing sites located within the EU (which, for the purpose of this Section 5.4 only shall include the United Kingdom) and may manufacture the Vaccine in non-EU facilities, if appropriate, to accelerate supply of the Vaccine in Europe; provided, that AstraZeneca shall provide prior written notice of such non-EU manufacturing facilities to the Commission which shall include an explanation for such determination to use non-EU manufacturing facilities. If AstraZeneca is unable to deliver on its intention to manufacture the Initial Europe Doses and/or Optional Doses under this Agreement in the EU, the Commission or the Participating Member States may present to AstraZeneca, CMOs within the EU capable of manufacturing the Vaccine Doses, and AstraZeneca shall use its Best Reasonable Efforts to contract with such proposed CMOs to increase the available manufacturing capacity within the EU. The manufacturing site planning is set out in Schedule A.

A CMO is a Contract Manufacturing Organization which takes on contracts to produce pharmaceuticals on someone else's behalf. Schedule A (pages 39 and 40 of the PDF - not in the contract, but page 5 of the Order Form) is titled 'Total Cost of Goods'. It gives the total cost of goods for the Initial Europe Doses (which is redacted). The breakdown of this cost is discussed later on. The next part mentions 'Drug substance manufacturing at -REDACTED- (FR/BE), -REDACTED- (I/IL), -REDACTED- (UK), and -REDACTED- (UK). -REDACTED- (ITL). -REDACTED-' and also 'Drug product manufacturing at -REDACTED- (ITL), -REDACTED- (DE), -REDACTED- (UK) and potential other suppliers.' It goes on to say that for the Initial Europe Doses being delivered to the Commission/Participating Member States, it will provide the names of the contracted suppliers. It then goes on to detail the breakdown of costs (heavily redacted) and details the Estimated Delivery Schedule (again, heavily redacted).

These are all of the relevant facts.

No one asked for it, but here is my non-qualified interpretation:

The phrase 'Best Reasonable Effort' is used consistently, and is defined. The AZ CEO was clearly right about this. I might be missing a specific sentence where this phrase was not used, but I can't see why the EU (was it UvdL?) claimed this phrase was not in the agreement.

In the recitals, the EU is defined as the European Union. This definition is to be used in all aspects of the contract except where otherwise stated.

The first key section (5.1) relates to the supply of the Initial Europe Doses and says 'AZ shall... manufacture the Initial Europe Doses within the EU'. Using the given definition, this says the first 300million doses are to be manufactured within the EU-27.

The next key section (5.4) says AZ will use its best efforts to manufacture inside the EU, but where it can't it will seek permission from the Commission to supply from a non-EU country, or the Commission or Member States can suggest pharma contractors within the EU who could reasonably manufacture for AZ. The big contention point here is the additional clarification of the term 'EU': "the EU (which, for the purpose of this Section 5.4 only shall include the United Kingdom)".

This means that the UK is considered one of the supplying countries. This is confirmed in Section A of the Order Form where the countries of the manufacturers are listed and the UK appears on both the list of substance manufacturers and product manufacturers. Do note that the Order Form is not part of the contract as far as a I'm aware, so any terms defined here (explicitly or implicitly) may not have any bearing on the definition of terms in the contract (as in 18.1(d)).

However, the definition in 5.4 of EU as EU-27+UK is specified to only apply to 5.4, meaning the definition of EU in 5.1 (regarding who manufactures the Initial Europe Doses) defers to the original definition in the recitals: the EU is the European Union (i.e. EU-27 not inclusive of the UK). The 5.4 EU definition seems only to mean the UK isn't treated as a non-EU country when it comes to manufacturing site approval.

To conclude, UK is listed both in the contract and the Order Form as a supplier of this vaccine to the EU, but by the stipulations, the Initial Europe Doses are explicitly defined as being supplied from the EU-27. If the EU and AZ were to agree, AZ has the option to supply from the UK, and in the event AZ might not reach its Best Reasonable Effort, then it can ask permission to supply from outside the EU-27+UK, or the EU can offer up its own alternative EU-based CMOs.

The Order Form seems to relate only to the Initial Europe Doses, and lists the UK as a supplier. If I only read that document, I'd assume the UK is part supplying the EU at this stage. Key points are 1. the Order Form is redacted so much as to remove any certainty to its content. 2. the contract is the binding document, not the Order Form. 3. The Order Form states AZ will inform the EU who the manufacturers are. Vaccine has been supplied now, so AZ will have given the list of manufacturers to the EU. This list is a key document we don't have access to.

Please feel free to disagree with my layman's understanding and please do point out if I've missed any important part of the contract.

[–]magincourts 10 points11 points  (0 children)

Thanks. That was a nicely laid out, well reasoned set of opinions. I think you've convinced me certainly

[–]StormgeddonUnion Européenne 12 points13 points  (3 children)

I agree with your assessment and conclusion, but I have just one minor correction.

The PDF includes four separate but interconnected documents:

  • The Agreement
  • The Order Form
  • Schedule A (Total Costs of Goods)
  • Schedule B (Participating Member States)

You refer to Schedule A as being part of the Order Form when they are in fact separate documents. Your point still stands, however, in relation to the clauses in the documents outside of the Agreement not taking precedence over any possibly conflicting clauses found in the Agreement per section 18.1(d) of the Agreement. If you would distinguish when you are referring to the Order Form and when you are referring to Schedule A I think this would be bang on.

Corrections aside, I agree that we need to see the list of manufacturers that has been provided to the EU. If the UK facilities are on there (and judging by Schedule A, both the EU and AZ certainly seem to have been contemplating/intending to utilise UK facilities to fulfil the EU's order, notwithstanding the confusion around section 5 of the Agreement) then it would seem that AZ has fucked up rather severely here given the pre-existing contract with the UK.

There is also the small issue of Schedule A exclusively referring to costs of the Initial Europe Doses, not any doses to be delivered later. Facility upgrades were specifically included in the first line of the table in Schedule A, and it is mentioned in the preamble that the amount the EU would pay is to be determined by Schedule A. If the EU has paid money to upgrade UK facilities in order to service the initial order then that becomes rather problematic now that AZ is saying that these facilities cannot be used to fulfil the EU's order.

[–][deleted] 9 points10 points  (2 children)

Thank you for your comment. It nicely adds to what I've compiled. I might go back and make the correction and distinction in regards to Section A and the Order Form. It will take a read through to ensure I've got everything though and I'm at the character limit as it is. Your comment does a more than suitable job for clarifying this for now though!

If the EU has paid money to upgrade UK facilities in order to service the initial order then that becomes rather problematic now that AZ is saying that these facilities cannot be used to fulfil the EU's order.

Yes, that would be tricky for AZ to explain. The only slight saving grace for them in that scenario is that AZ may well (and do, according to the CEO interview) intend to supply the EU from the UK eventually whether that's after the UK's order is fulfilled, or for the Optional Doses and Additional Doses as laid out in the contract. Any investment in AZ's global supply chain, especially in the UK given the 5.4 stipulation, might have some benefit to the EU, but perhaps not for the first amounts of the Initial Europe Doses. An explaination like that wouldn't sit well with me though if I were the EU.

[–]fuscator 6 points7 points  (4 children)

What is the additional definition of 'EU' in 5.4 is for then? Well it could be argued this is to determine the manufacturing countries for the Optional Doses and the Additional Doses.

I like your write up but when it comes right to the crunch I get confused by the above statement. Why would you argue that when it explicitly mentions it includes the initial doses in section 5.4?

"If AstraZeneca is unable to deliver on its intention to manufacture the Initial Europe Doses and/or Optional Doses under this Agreement in the EU" (which includes the UK).

[–][deleted] 9 points10 points  (2 children)

Apologies. I've clearly missed or forgotten something in that part. I'll reread and rewrite. Thanks for pointing it out.

EDIT: So you don't have to re-read the whole thing. I changed that section to:

The 5.4 EU definition seems only to mean the UK isn't treated as a non-EU country when it comes to manufacturing site approval.

This is the reason I could come up with taking into account all the other information. I would say that the contract isn't clear enough for me to discern whether it was intended or implied the UK plants should supply some of the Initial Europe Doses. My conclusion is only based off what I believe the contact binds the parties to. Of course my conclusion means nothing in the grand scheme of things.

I have added to my original comment that fact that the Order Form, under Schedule A, states AZ will supply the EU with its finalised list of manufacturers for the Initial Europe Doses:

Following execution of manufacturing arrangements for the Initial Europe Doses, AstraZeneca will provide the names of the contracted suppliers to the Commission/Participating Member States.

This heavily implies that those contracted suppliers are all suppliers of the Initial Europe Doses. This list would be pretty key to have access to. 18.1. (d) on page 31 of the contact does state however that the accompanying documents do not override the contract. That means the list of manufacturers would only show us who AZ intended as the suppling plants/countries, but would not bind them to actually supply from the UK (assuming my reading of the contract is correct).

[–]acevialli 8 points9 points  (0 children)

I take it as, Initial Doses in EU, if not then need to ask permission for sites outside EU, except for UK, where permission not needed, as for purposes of Section 5.4 only, UK is considered part of EU and therefore permission not necessary.

[–]EN-EstyUnited Kingdom 37 points38 points  (8 children)

This is my take regarding the confusion between 5.1 and 5.4:

Essentially, 5.1. states that AZ must manufacture the initial doses in the EU (excl. UK), whilst 5.4. states that if AZ chose to they could also manufacture in the UK plant without seeking further approval from the EU, whereas they would need additional permission if they were to manufacture in India for example. This does not, however, mean that they must manufacture EU doses in the UK as the UK is excluded from 5.1., and may in fact mean they are contractually obligated not to produce any of the initial 300m doses in the UK.

I believe the reason AZ included this clause (5.4.) is that once the UK contract is fulfilled they want to be able to send doses from its UK facilities to the EU without seeking further approval. This tallies with what the AZ CEO has said about intending to send doses from the UK facilities to the EU at a later date.

In the EU agreement it is mentioned that the manufacturing sites in the UK were an option for Europe, but only later. But we’re moving very quickly, the supply in the UK is very rapid. The government is vaccinating two and a half million people a week, about 500.000 a day, our vaccine supply is growing quickly. As soon as we have reached a sufficient number of vaccinations in the UK, we will be able to use that site to help Europe as well.

-AZ CEO

[–]randomf2 19 points20 points  (5 children)

Essentially, 5.1. states that AZ must manufacture the initial doses in the EU (excl. UK)

Correction: 5.1 states that they must do a best reasonable effort to produce in the EU. Not that it must be in the EU. That's a huge difference.

The EU obviously wanted AZ to do their best effort to start up the factories in the EU, but if that doesn't work, AZ should get it from wherever it can, provided that AZ notifies the EU if it comes from outside the EU+UK manufacturing sites (I presume it's because the EU only automatically trust EU and UK quality). That is what section 5 is all about.

If the EU would have demanded that the doses come from the EU only and no other place, they would have written so and not mentioned the BRE part. And frankly, that would have been an extremely stupid demand that only shoots in their own foot so I see no reason why they'd ever write that down. What is actually written in 5.1 is much smarter as it puts getting the vaccines first and if possible adds bonus points for the economy.

5.1 is basically the EU trying to have their cake and eat it too, but if they can't get both they'll be happy with just eating it.

[–]intricatebug 3 points4 points  (0 children)

The EU obviously wanted AZ to do their best effort to start up the factories in the EU

If "best efford" refers to "start up or contract factories in the EU" specifically, then AZ is under no obligation to use supply from non-EU locations, no?

[–]joydivisions1 12 points13 points  (0 children)

Clause 5.4 says "may" and "if appropriate," not "should" or "will."

Purposefully non-committal.

5.4 is titled manufacturing sites and is to allow vaccines produced in the UK to be treated as equal to those produced in the EU, whereas vaccines from elsewhere would need to be approved by the EU.

There is absolutely no commitment to use UK sites.

[–]sonicandfffanBritish, spiritual EU citizen in exile due to Brexit 🙁 20 points21 points  (35 children)

Credit to u/gemushka for their post on r/coronavirusUK that extracts the relevant sections.

1.9. “Best Reasonable Efforts” means

(a) in the case of AstraZeneca, the activities and degree of effort that a company of similar size with a similarly-sized infrastructure and similar resources as AstraZeneca would undertake or use in the development and manufacture of a Vaccine at the relevant stage of development or commercialization having regard to the urgent need for a Vaccine to end a global pandemic which is resulting in serious public health issues, restrictions on personal freedoms and economic impact, across the world but taking into account efficacy and safety; and

(b) in the case of the Commission and the Participating Member States, the activities and degree of effort that governments would undertake or use in supporting their contractor in the development of the Vaccine having regard to the urgent need for a Vaccine to end a global pandemic which is resulting in serious public health issues, restrictions on personal freedoms and economic impact, across the world.

Section 5 Manufacturing and Supply

5.1 Initial Europe Doses: AstraZeneca shall use its Best Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution, and to deliver to the Distribution Hubs, following EU marketing authorization, as set forth more fully in Section 7.1, approximately [redacted] 2020 [redacted] Q1 2021, and (iii) the remainder of the Initial Europe Doses by the end of [redacted].

5.4 Manufacturing Sites: AstraZeneca shall use its Best Reasonable Efforts to manufacture the Vaccine at manufacturing sites located within the EU (which, for the purpose of this Section 5.4 only shall include the United Kingdom) and may manufacture the Vaccine in non-EU facilities, if appropriate, to accelerate supply of the Vaccine in Europe; provided, that AstraZeneca shall provide prior written notice of such non-EU manufacturing facilities to the Commission which shall include an explanation for such determination to use non-EU manufacturing facilities. If AstraZeneca is unable to deliver on its intention to manufacture the Initial Europe Doses and/or Optional Doses under this Agreement in the EU, the Commission or the Participating Member States may present to AstraZeneca, CMOs within the EU capable of manufacturing the Vaccine Doses, and AstraZeneca shall use its Best Reasonable Efforts to contract with such proposed CMOs to increase the available manufacturing capacity within the EU. The manufacturing site planning is set out in Schedule A.

5.5. Reporting. AstraZeneca shall notify the Commission as soon as (a) it selects initial manufacturing sites and (b) it changes any of its manufacturing sites for the Vaccine.

6.2. Capacity Limitations. In the event AstraZeneca's ability to fulfill its obligations under this Agreement is impeded by a competing agreement entered into by or on behalf of the Commission, AstraZeneca shall promptly inform the Commission. While AstraZeneca shall continue to use Best Reasonable Efforts to engage with its own contract manufacturers and suppliers to utilize the capacity and/or components, the Commission will assist in finding a mutually acceptable solution for this Agreement and the competing agreement. To the extent AstraZeneca’s performance under thisAgreement is impeded by any such competing agreements, AstraZeneca shall not be deemed in breach of this Agreement as a result of any such delay due to the aforementioned competing agreement(s).

I won't comment on any of these clauses or my conclusions here, I'll just leave them for debate. But I will note:

  • 6.2 refers to competing agreements signed into by the EU, not by AZ.

  • The inclusion of the UK as a manufacturing site is very specifically limited to clause 5.4.

[–]sonicandfffanBritish, spiritual EU citizen in exile due to Brexit 🙁 49 points50 points  (25 children)

And underneath I'll include some opinion.

Disclaimer: I am not a lawyer but in my role I am required to read and interpret legal documents and I review docs like this on a regular basis.

Second Disclaimer: I am an ardent EU supporter / remainer / federalist. I am also a UK citizen. My opinion is not unbiased.

6.2 is completely unrelated to this scenario as competing contracts relates to if the EU signs a competing contract, the only references to competing contracts in the row is the UK AZ contract so 6.2 is not relevant.

5.4 is a red herring - people are getting excited about it but it doesn't actually say AZ is obligated to manufacture vaccine in the UK, it largely relates to where the EU deems an acceptable vaccine site. It basically says "we'd like you to make the vaccine in EU or UK sites, but we'll let you make it elsewhere as well as long as you tell us where in writing". It's a very weak clause - it's largely there for quality control rather than "you must supply us with vaccine from the UK", it just says the EU will accept vaccines from the UK as equivalent to those in Europe.

5.4 does make a very interesting distinction though in that the UK will be considered part of the EU for the purposes of 5.4 only. The express implication here is that for the rest of the document, the UK is not considered part of the EU.

5.1 is the clause about the initial European doses which are in dispute and is the correct clause to reference that is in dispute. It makes clear reference to manufacture within the EU and given what was mentioned above it's implicit that the EU does not include the UK unless expressly stated otherwise.

My reading of this is that AZ is not obligated to provide vaccines from the UK but the EU will accept them if they do.

[–]SatanicBiscuitEurope 5 points6 points  (0 children)

sort by controversial

grabs popcorn

[–]soyuzonionsSweden 60 points61 points  (14 children)

i dont even need law degrees because astra zeneca is swedish so theyre automatically good.

[–]muppet2011adCounty Durham 37 points38 points  (6 children)

Anglo-Swedish unity against both the UK and the Commission?

[–]redwhiterosemoon 19 points20 points  (5 children)

and a French CEO

[–]ButterflyTruthUnited Kingdom 25 points26 points  (3 children)

The AZ vaccine is a French success. Sanofi and the Pasteur Institute have British heads and are therefore British failures.

[–]sam_rs 8 points9 points  (1 child)

The real success comes from the scientists not the CEO's

[–]ButterflyTruthUnited Kingdom 9 points10 points  (0 children)

I know, I was being ironic.

[–]00DEADBEEFUnited Kingdom 17 points18 points  (1 child)

I like how people in this sub will say it's Swedish if they have something good to say, and British if they have something bad to say.

[–]Aeliandil 6 points7 points  (0 children)

I was about to say and remind him/her it's English as well!

[–]KGeedora 4 points5 points  (6 children)

This is more confusing than Leo Messi's Barça contract fiasco.

[–]LumpensteinLuxembourg 4 points5 points  (1 child)

Why are all the key-dates and numbers censored ? 😡

[–]crikeyboyVox populi, vox Dei 29 points30 points  (109 children)

I'll try to pick out key points, removed any emphasis to avoid confusion

Manufacturing and supply

AstraZeneca shall use its best reasonable efforts to manufacture the initial Europe doses within the EU for distribution, and to deliver to the distribution hubs following market authorisation. Approximately [redacted] doses.

Best Reasonable Efforts

(a) in the case of AstraZeneca, the activities and degree of effort that a company of similar size with a similarly-sized infrastructure and similar resources as AstraZeneca would undertake or use in the development and manufacture of a Vaccine at the relevant stage of development or commercialization having regard to the urgent need for a Vaccine to end a global pandemic which is resulting in serious public health issues, restrictions on personal freedoms and economic impact, across the world but taking into account efficacy and safety; and (b) in the case of the Commission and the Participating Member States, the activities and degree of effort that governments would undertake or use in supporting their contractor in the development of the Vaccine having regard to the urgent need for a Vaccine to end a global pandemic which is resulting in serious public health issues, restrictions on personal freedoms and economic impact, across the world.

Allocation

(a) No later than [redacted] following the Effective Date, the Commission shall deliver to AstraZeneca a final and binding written allocation of Initial Europe Doses between the Participating Member States (the “Binding Allocation”), which Initial Europe Doses must equal 300 million. The number of Initial Europe Doses set forth in the Binding Allocation shall be the total number of Initial Europe Doses that each Participating Member State is required to purchase pursuant to this Agreement. (b) In the event that the Commission does not provide a Binding Allocation within the [redacted] period or the number of Doses set forth in the Binding Allocation does not equal 300 million, then, unless otherwise agreed in writing by the Commission and AstraZeneca, the binding allocation of the Initial Europe Doses shall be made on a pro-rata basis to reflect the respective populations of each of the Participating Member States utilizing the population estimate as of 10 July 2020 reported by the statistical office of the European Union, Eurostat. In the event there is an excess of supply of the Initial Europe Doses and Optional Doses, the Participating Member States shall keep their shared rights in the Initial Europe Doses, and shall determine their best use of such excess doses, reserving the possibility to donate them to lower or middle income countries or public institutions and to donate or resell, at no profit, such doses to other European countries that agree to be bound by the terms and conditions of this Agreement applicable to a Participating Member State.

Capacity Limitations

In the event AstraZeneca's ability to fulfill its obligations under this Agreement is impeded by a competing agreement entered into by or on behalf of the Commission, AstraZeneca shall promptly inform the Commission. While AstraZeneca shall continue to use Best Reasonable Efforts to engage with its own contract manufacturers and suppliers to utilize the capacity and/or components, the Commission will assist in finding a mutually acceptable solution for this Agreement and the competing agreement. To the extent AstraZeneca’s performance under this Agreement is impeded by any such competing agreements, AstraZeneca shall not be deemed in breach of this Agreement as a result of any such delay due to the aforementioned competing agreement(s).

Resolution.

(a) In the event of a dispute arising under this Agreement between the Parties, the Parties shall first refer such dispute to informal dispute resolution discussions between their respective Executive Officers. AstraZeneca, on the one hand, or the Commission, on the other hand on behalf of the Commission or the applicable Participating Member State, may initiate such informal dispute resolution by sending written notice of the dispute to the other Party, and, within twenty (20) days of such notice, the Executive Officers shall meet and attempt to resolve the dispute by good faith negotiations. (b) Each of the Commission, the Participating Member States and AstraZeneca irrevocably submit to the exclusive jurisdiction of the courts located in Brussels, Belgium to settle any dispute which may arise under or in connection with this Agreement or the legal relationships established by this Agreement.

[–]SvorkyGermany 60 points61 points  (66 children)

AZ shall use it's best reasonable efforts to manufacture the initial doses within the EU (which, for the purposes of this section 5.4 only shall include the United Kingdom)

That's a bit of a mess.

[–]Denning76United Kingdom 40 points41 points  (19 children)

That is a grim piece of drafting, esp when Clause 5.1 also refers to manufacturing them in the EU (with no UK added).

[–]CandayenceUnited Kingdom 14 points15 points  (2 children)

Personally, I'm reading it as 5.1 says the Vaccine will be manufactured in the EU. And that AZ doesn't need to give notice that they're manufacturing extra doses in the UK.

The rest of 5.4 says that the EU can present CMOs to AZ to expand manufacturing, and that AZ may contract with them. That doesn't mean that AZ can contract with them by breaching a previous contract though, because that's not reasonable.

[–]FeTemp 15 points16 points  (2 children)

Yeah, how does this work with section 5.1 which says EU. Are AZ trying to say initial doses are EU only whilst 5.4 allows for additional capacity to try and be sourced from the UK if they are unable to deliver.

Would have been clearer if it was 'UK included for section 5' not just 5.4, or just say EU and UK.

[–]karlos-the-jackal 21 points22 points  (3 children)

Well that settles it, it's clear that someone is to blame for all of this.

[–]BillMurray2020 11 points12 points  (0 children)

They've got to the bottom of it! We did it.

Everything is fine now.

[–]yubnubsterUnited Kingdom 5 points6 points  (0 children)

lol

[–]FeTemp 14 points15 points  (10 children)

On the manufacturing of the initial doses 5.1 says this should be done in the EU whilst 5.4 says that manufacturing can happen within the EU which for only 5.4 includes the UK and if AstraZeneca are unable to deliver the initial doses they will work with the EU to increase supplies from EU (including UK) sources.

So from my understanding, this initial doses prepared before approval should come from only the EU sites (not UK), but if there is a problem they should use their best reasonable efforts to get it from other sources such as the UK.

Not a lawyer so would be happy to hear if I am completely wrong.

[–]yubnubsterUnited Kingdom 15 points16 points  (2 children)

I got a migraine part way in.

[–][deleted] 6 points7 points  (1 child)

Tor emphasis misses the

by a competing agreement entered into by or on behalf of the Commission

[–]ducaconte_semenzara 4 points5 points  (1 child)

Emphasis mine

You missed this emphasis:

is impeded by a competing agreement entered into by or on behalf of the Commission

[–]CluelessFounder 109 points110 points  (137 children)

Apart from 5.4 that also mentions UK sites for manufacturing, i also find this bit interesting:

13.1. AstraZeneca. AstraZeneca represents, warrants and covenants to the Commission and the Participating Member States that:

(e) it is not under any obligation, contractual or otherwise,to any Person or third party in respect of the Initial Europe Doses or that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the complete fulfillment of its obligations under this Agreement;

So they signed this agreement, knowing that it violates the prior signed UK agreement? Seems like AZ needs to take the blame for this one.

[–]theamazingadamEngland 85 points86 points  (37 children)

I'm not sure. That refers to the Initial European Doses, and 5.1 says that the Initial Doses are to be manufactued within the EU.

[–]ICEpear8472 31 points32 points  (25 children)

5.1 states: "AstraZeneca shall use its Best Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution, and to deliver to the Distribution Hubs, following EU marketing authorization, as set fort more fully in Section 7.1, approximately..." (and here the redacted stuff starts).

That could also mean if possible the initial doses should be produced within the EU. But if not possible it is fine if they are produced somewhere else. And section 5.4 clearly specifies the UK as one of the manufacturing sites.

[–]aembletonEngland 26 points27 points  (1 child)

But only for section 5.4, not for section 5.

IANAL, but it seems to me that 5.4 means that AZ can choose to use the UK manufacturing site without having to first inform the commission. The fact that the contract states that it is only for 5.4 that the EU includes the UK does imply that elsewhere it is not referring to the UK.

[–]WhiteSatanicMills 37 points38 points  (20 children)

So they signed this agreement, knowing that it violates the prior signed UK agreement?

I don't think that's the case. The contract clearly shows that Astra were to begin work on producing doses for the EU. eg:

The Commission and the Participating Member States shall use

their Best Reasonable Efforts to enable AstraZeneca to timely supply the Initial Europe

Doses. AstraZeneca shall secure the supply of all drug substances needed and drug

product capacity (if required) as well as components critical to the development,

manufacture, and supply of the Initial Europe Doses (e.g. glass vials/stoppers, media,

etc.).

"Shall secure", not "have secured". It commits Astra to begin producing vaccines for the EU. That obviously cannot mean diverting materials and production already paid for by an earlier customer.

The UK paid Astra in May and they are now (later than expected) producing large volumes for the UK. The EU paid Astra in August and they are (still) far behind schedule.

[–]Monhay 20 points21 points  (9 children)

It's legalise, clause 5.4 only states the UK is to be included in the EU for sake of 5.4; whereas 5.1 which concerns the initial doses specifically, says they have to be manufactured in the EU without mentioning the UK.

Taken literally id suggest that the implication is the initial doses have to be EU sourced but further doses can come from the UK - but its probably best to leave it to the lawyers.

[–]CluelessFounder 9 points10 points  (7 children)

The text does not refer to initial doses of the order, but rather „Initial Europe Doses“, which are defined in the text as the entire 80 million (or 31 million, depends on who you ask) fixed orders. So this would imply that as per 5.0 they should prioritise EU-based production for the entire batch but all available plants can be used to comply.

[–]wellfeelingbishop 4 points5 points  (0 children)

  1. Pricing.

9.1. Initial Doses. AstraZeneca shall manufacture and supply to the Participating Member States the Initial Europe Doses at a price equal to their total Cost of Goods, with no profit or loss for AstraZeneca, which, as of the Effective Date, is estimated at shall be paid by the Commission and by the Participating Member States. This estimated amount shall be paid through the Initial Funding and Fill/Finish/Packaging Costs according to the terms of Sections 7.1, 7.2 and 7.3 of this Agreement.

9.2. Optional Doses. In the event the Commission exercises the option on behalf of and in the name of the Member States to obtain the Optional Doses in accordance with Section 5.2, AstraZeneca shall manufacture and supply the Optional Doses at a price equal to their Cost of Goods (i.e., the full price is calculated without any credit based on the Initial Funding

Initial doses are defined

[–]notbatmanyetSweden 15 points16 points  (5 children)

Yes, my interpretation of this is:

  1. Prioritize to supply from within the EU
  2. Other manufacturing sites outside the EU can be used, but they must talk to the Commission before using them unless those sites are in the UK.

I'm absolutely not a lawyer, but it seems to neither specifically include nor exclude the use of UK plants, or any other plant for that matter. It does say that AZ must make a "best effort" to fulfill the EU order, and if they have prioritized shipping vaccines elsewhere (at any time after the agreement entered into force) and have not tried to supply from outside the EU have they really done a best effort? Especially since using foreign manufacturing sites is explicitly permitted.

Section 6.3 says that AZ is obligated to inform the Commission if it encounters difficulty in fulfilling the order and do so PROMPTLY, which I think is quite clear that they have not done. The contract also requires the EU to render assistance in enabling the manufacture of this vaccine, so I'm boggled about why they didn't ask for help?

[–][deleted] 25 points26 points  (0 children)

I think it compliments rather than violates.

UK gets their delivery, thereafter the EU can access UK manufacturing.

[–]Uschnej 7 points8 points  (11 children)

Only if they knew at the time that they wouldn't be able to fill both orders.

[–]Uschnej 10 points11 points  (1 child)

So much has been censored. You can say if something is in the contract, but not that something is not.

5.1, 5.4, 13.1 b & e are still relevant, but all the stuff in schedule A is gone.

[–]Sondar12Belgium 7 points8 points  (0 children)

You can get around -some of- the censored stuff quite easily. Someone fucked up.

[–]NegcellentUnited Kingdom 11 points12 points  (12 children)

I want to preclude this by saying that I am in no way anti-EU. If I had my way we would still be in the union, and I am not a brigading from r/britainbad or whatever it is.

Speaking on Belgian radio, he said: "The EU commission has pushed to co-ordinate the vaccines contracts on behalf of the 27 precisely to avoid a vaccines war between EU countries, but maybe the UK wants to start a vaccine war?

"Solidarity is an important principle of the EU. With Brexit, it's clear that the UK doesn't want to show solidarity with anyone."

The above was a statement made by the EU Justice Commissioner Didier Reynders on Belgian radio.

The UK government, for all it's fuck ups (of which there are plenty) has nothing to do with this situation.

The UK placed orders with AZ, the EU placed orders with AZ. Both parties should receive their promised doses. So why is this individual trying to stoke tensions further by blaming the UK as a nation, rather than AZ as a private company, independent of any government?

[–]jimmy17United Kingdom 6 points7 points  (0 children)

I'm with you as an EU supporter/remainer (even EU federalist), but this smells to me like a lot of people in the commission fucked up and to save their jobs and their reputations they are picking a convenient "bad guy" to blame this on. I think they're banking on the fact that Brexit Britain has already burned a lot of goodwill so their spin will play well with the EU public.

[–]Fast-Highlight4731 6 points7 points  (1 child)

“Shows the reserved manufacturing and production schedule to support earliest possible delivery of Doses to the Participating Member States. Final delivery subject to agreement of delivery schedule and regulatory approval”

My bold

Obligatory not a lawyer, but what does this bit mean? Is it referring to regulatory approval of the vaccine by the EMA?

[–]subr0utine 3 points4 points  (12 children)

Well, most of the lines in the contact are dredacted.

[–]allthedreamswehad[🍰] 19 points20 points  (11 children)

Nope, you can see it all using Sumatra PDF. You can see the total price (EUR870M), the delivery schedules, everything. The EU fucked up the redaction, basically just pasted black boxes over in a new layer.

[–]PabloPeubloUnited Kingdom 6 points7 points  (1 child)

the EU fucked up the redaction

lol

[–]zip2k 3 points4 points  (6 children)

Can anyone interpret what it means when UK plants are mentioned in 5.4 but not 5.1? It seems like 5.4 should cover what is said in 5.1, so I'm not too sure about what the point of 5.1 really is?

[–]bdto711England 3 points4 points  (4 children)

To me it reads as though AZ agree to manufacture the dose in EU + UK but if there is a need to accelerate the supply then that can only come from a non-EU facility (excluding UK) with agreement from the EU. The UK already had an agreement with AZ so for the purposes of 5.1 they can't have the UK contributing to a Contract with the EU for the Initial Europe Doses. I'm guessing it's drafted in such a way to avoid conflict with the UK's Contract.

[–]soefjalfkja 3 points4 points  (0 children)

This is the deal that France , Germany, Italy and the Netherlands had with AstraZeneca that was taken over by the EU . That deal was for 300 a 400 million vaccines. I doubt the Eu would order more so it has to be that deal .

That Deal was published as required by the Dutch government on 13-06-2020

If that deal was published by the Dutch government on 13-06-2020 what did the Eu do or didnt do until august?!

[–]Zlimness 2 points3 points  (9 children)

Instead of arguing if the UK plants were a part of the agreement or not, maybe people should be asking why AstraZeneca suddenly cut the supply by 60% and how this is considered "best reasonable effort". What's the reason for underdelivering to such a degree? AstraZeneca was supposed to deliver 80 million doses the first quarter, but instead the EU is only getting 36 million doses now. What happened to other 44 million doses? How is it possible to get your production numbers that wrong?

I have a lot of theories about the rest of contract, but I don't know the actual facts. However, the wording about the UK facilities seem blown out of proportions. The real problem is why AZ are so far off what they should've delivered.