Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
Don't you think it likely the UK=EU provision is restricted to 5.4 because AZ wanted it that way? Because it gives AZ additional freedom but no additional responsibility?
Hate to tear myself away from this but life calls. Save to observe that almost exclusively people here on PB are arguing that the contract is reinforcing their own positions on the matter.
But not you of course
For the record, until these vaccine wars I was an ardent remainer. I'm certainly not now.
No one is a remainer any more.
446 million people are remainers and very few of them are looking on at the EU Commission with joy over their handling of the vaccines.
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
fine-tooth comb, no? It's not an alternative to the tooth-brush!
AArgh! You took the elephant away!* Just as I was leaving you a thank you message...
However, there's something more basic here. The Commission's contract is with Astra Zeneca AB, a Swedish company. I expect that our contract is with Astra Zeneca plc, a British company. Nothing that is contracted for by the former has any bearing on what is contracted for by the latter.
Hate to tear myself away from this but life calls. Save to observe that almost exclusively people here on PB are arguing that the contract is reinforcing their own positions on the matter.
But not you of course
For the record, until these vaccine wars I was an ardent remainer. I'm certainly not now.
Did I exempt myself?
And no one is a remainer any more.
Fair point but it is worth commending the pro-EU side on here who have been forthright in criticising Brussels over this. As I Brexit supporter I certainly don't expect any Damascene conversions over this. It is one specific very badly handled cockup.
As I said the other day I am sure there will be long running debates going forward as to whether this is symptomatic of the EU or just the result of a particularly poor set of people currently in charge. I just the same way as we can argue whether the current issues over Brexit are symptomatic of us leaving the EU or are the result of having a clown in charge of the negotiations.
There are binding orders and the contract is crystal clear," Mrs von der Leyen said in Friday morning's radio interview. Best effort' was valid while it was still unclear whether they could develop a vaccine. That time is behind us. The vaccine is there.
She's talking through her arse. Best Reasonable Efforts applies to bulk manufacturing of the vaccine, too.
Given the uncertainties involved in even routine manufacturing of vaccines, to argue otherwise would be absurd. And would require torturing the text of the agreement.
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
Correcting, for instance, errors like "fine tooth-comb" to fine-toothed comb."
Hate to tear myself away from this but life calls. Save to observe that almost exclusively people here on PB are arguing that the contract is reinforcing their own positions on the matter.
News to me that @Chris and @Williamglenn are big time brexiteers. Now I like intra EU VAT triangulation (Which is in a murky place post brexit) as much as the next accountant but the EU has royally stuffed up on this.
It looks like the future of television will just be broadcasting people shouting at the TV to each other.
Tbf it seemed to be Carole ‘do my lips look big in this’ Malone doing most of the shouting.
‘Treacherous!’
Fatso Ferrari on LBC was whining like a big jessie boy about Sturgeon to be done for Treason if she published the numbers. Tories really are cretins.
More to the point, traitors really are cretins.
Now - let's have none of that traitor stuff. It's wrecking PB. And you might not realise it, but when Alistair described Davie Clegg as 'noted cybernat' he was using something called Scottish Irony. Mr Clegg is not. That's the whole point.
crapping himself that the person who leaked the classified government info to his newspaper will be unmasked..........ooops his "friend" has already been daubed in
Hi Malc.
Surprised you are not explaining about the Vietnam Whats app group
Never heard of it G, is it about the Vietnam war, or are you talking about Murrel and his merry band of whatsappers planning their stitch up on whatsapp , as you do.
Had a look at the Sky report. Looks pretty familiar stuff except for the explanation, or speculation, about the derivation of the name Vietnam for this purpose, but as PBers have shown there are various possibilities.
I searched on vietnam whatsapp and it looked like lists of porn sites so assumed that was not what G was referring to.
No it was not Malc.
I would not want to introduce such a topic into the debate
Hate to tear myself away from this but life calls. Save to observe that almost exclusively people here on PB are arguing that the contract is reinforcing their own positions on the matter.
What is 5.4 (AZ to manufacture in UK/EU if poss, give written explanation if want to manufacture elsewhere) about anyway? Who of any sense gives a monkeys where their vaccine is manufactured, provided it gets manufactured?
The EU clearly wanted it made in the EU
I had assumed it was because the EU might be concerned with the quality control of vaccines produced elsewhere in the world but accepted that those made in the UK would be of an acceptable standard given we were almost still members at the time. They would probably want further checks if AZN came back and said they were going to provide vaccine made in plants in Ulan Bator.
Which is in itself quite hillarious, when compared to the attitude towards foodstuffs and manufactured goods, wanting to test each and every batch from 1st Jan as U.K. cannot possibly be trusted to comply with the applicable standards.
Hate to tear myself away from this but life calls. Save to observe that almost exclusively people here on PB are arguing that the contract is reinforcing their own positions on the matter.
But not you of course
For the record, until these vaccine wars I was an ardent remainer. I'm certainly not now.
No one is a remainer any more.
446 million people are remainers and very few of them are looking on at the EU Commission with joy over their handling of the vaccines.
The whole reason many small and poor countries in Europe are so keen on the EU has been that it offers a level of protection and bargaining power they could never achieve in their own....then the biggest test in 100 years comes along and the EU has badly failed them from ventilators to PPE to vaccines.
(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;
Whoo-wee!
THAT is the clause.
IMHO.
Could you explain please for those of us with lesser contractese?
Well first I've no idea - ask a lawyer.
But it really, really seems to me that this is saying that no other contract (with the UK, for example) is allowed to get in the way of the supplies promised in this contract.
I am not so sure , you would never be able to restrict a company to only deal with you using this, no court would count that as breach. Best I suspect is they could not take specific EU vaccines and give to someone else but they will have many similar contracts with dates and schedules. If they have made reasonable efforts then they are OK, and reasonable does not mean using all efforts or depriving other commercial clients, especially given AZ have cut UK numbers as well.
They can deal with anyone and everyone. But this contract seems to say that no other deal should impede the delivery of the initial doses to the EU.
I think you are missing a crucial point in this Topping. And I absolutely accept that I am not a lawyer so this is just my impression.
The section 5.4 on Including the UK within the EU for the purposes of being an acceptable location for the production of vaccine for the EU is absolutely explicit that it applies only to that clause itself. The EU will accept vaccine produced within the UK without further question or need for confirmation from the EU.
But it does not apply to any other clause in the contract. That is made explicit. So the EU cannot lay claim to vaccine from the UK factories for the purposes of fulfilling the clause about assured delivery. It simply does not apply.
It is the only reason I can see that AZN have made sure that caveat is in the contract.
No, the effect of the clause is merely to say that for the definition of manufacturing sites, and for that purpose only, the UK is treated as being part of the EU.
But only specific to that section. It means the definition of EU including the UK doesn't apply to other sections, namely section 5.1, to me this is saying that the EU can't ask for a new regulatory submission if they choose to supplement EU manufacturing from the UK.
(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;
Whoo-wee!
THAT is the clause.
IMHO.
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 Euros for distribution within the EU (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”). WHEREAS, AstraZeneca will supply the Initial Europe Doses to the Participating Member States according to the terms of this Agreement.
That does *not* say that there are no commitments that rank above/prior to the “Initial Europe Doses.” In fact it imoplies that there are, because if you are talking about scaling up/increasing capacity that implies that you were already making vaccines for someone else. This doesn't help them.
But AZN has affirmed that there are no other contracts that would impede the delivery of this contract?
Have they?
They promise 100 things to the UK and 50 things to the EU. What they are saying is that none of the 50 things is promised elsewhere, they are saying nothing about the (different) 100 things. Your interpretation assumes that either the EU had no idea, and AZN made no attempt to tell them, that AZN were making vaccines for the UK, or that the parties cheerfully concluded an agreement to shaft the UK. Unrealistic.
A naive reading is that AZ told the UK they would deliver x doses from the UK factories, and the EU that they would deliver y doses from the EU and UK factories - which is fine if their production equals x+y.
But they've also told the EU that there's no contract that would impede delivery of doses. Now they're telling the EU that there is a prior contract.
It does look like AZ have messed up the contract. That they didn't specify the UK plants were also producing doses for another contract.
That's absolute nonsense.
5.1 obliges AZ to use best efforts to supply the initial doses from EU sites (not including UK sites). That is exactly what Soriot has been saying. And now the EU has confirmed it by publishing the contract!
(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;
Whoo-wee!
THAT is the clause.
IMHO.
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 Euros for distribution within the EU (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”). WHEREAS, AstraZeneca will supply the Initial Europe Doses to the Participating Member States according to the terms of this Agreement.
That does *not* say that there are no commitments that rank above/prior to the “Initial Europe Doses.” In fact it imoplies that there are, because if you are talking about scaling up/increasing capacity that implies that you were already making vaccines for someone else. This doesn't help them.
But AZN has affirmed that there are no other contracts that would impede the delivery of this contract?
Have they?
They promise 100 things to the UK and 50 things to the EU. What they are saying is that none of the 50 things is promised elsewhere, they are saying nothing about the (different) 100 things. Your interpretation assumes that either the EU had no idea, and AZN made no attempt to tell them, that AZN were making vaccines for the UK, or that the parties cheerfully concluded an agreement to shaft the UK. Unrealistic.
A naive reading is that AZ told the UK they would deliver x doses from the UK factories, and the EU that they would deliver y doses from the EU and UK factories - which is fine if their production equals x+y.
But they've also told the EU that there's no contract that would impede delivery of doses. Now they're telling the EU that there is a prior contract.
It does look like AZ have messed up the contract. That they didn't specify the UK plants were also producing doses for another contract.
Or, they didn't mess up each contract individually, but they did sign two contracts separately that had the risk of being incompatible. And that risk has come to pass.
There are binding orders and the contract is crystal clear," Mrs von der Leyen said in Friday morning's radio interview. Best effort' was valid while it was still unclear whether they could develop a vaccine. That time is behind us. The vaccine is there.
She's talking through her arse. Best Reasonable Efforts applies to bulk manufacturing of the vaccine, too.
Given the uncertainties involved in even routine manufacturing of vaccines, to argue otherwise would be absurd. And would require torturing the text of the agreement.
It specifically says "commercialisation" in the explanation of "best reasonable efforts" so it's completely wrong, rather than absurd.
What is 5.4 (AZ to manufacture in UK/EU if poss, give written explanation if want to manufacture elsewhere) about anyway? Who of any sense gives a monkeys where their vaccine is manufactured, provided it gets manufactured?
The EU clearly wanted it made in the EU
I had assumed it was because the EU might be concerned with the quality control of vaccines produced elsewhere in the world but accepted that those made in the UK would be of an acceptable standard given we were almost still members at the time. They would probably want further checks if AZN came back and said they were going to provide vaccine made in plants in Ulan Bator.
Which is in itself quite hillarious, when compared to the attitude towards foodstuffs and manufactured goods, wanting to test each and every batch from 1st Jan as U.K. cannot possibly be trusted to comply with the applicable standards.
Almost like they are just doing it to be difficult...................
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
Don't you think it likely the UK=EU provision is restricted to 5.4 because AZ wanted it that way? Because it gives AZ additional freedom but no additional responsibility?
Maybe, but I think it's more likely a straightforward cock-up, because otherwise it really doesn't make much sense.
You have really surprised me with your critique of the EU and it is a testament to your integrity
I'm another. Not the integrity bit but the critique. I was passionate about the EU, on here if people will recall. I backed Ken Clarke to lead a unity Gov't and cancel Brexit.
But I'm furious with the EU over their vaccines. It's a huge pile of steaming dung. Every day that passes they seem to make it worse. Middle ranking politicians playing at being a) scientists b) business leaders and now c) lawyers.
It's the worst performance by the EU on anything in a very long time, possibly since inception, and many citizens in the EU know it. Hence yesterday's Die Zeit headline: 'The best argument for Brexit.'
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
(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;
Whoo-wee!
THAT is the clause.
IMHO.
Could you explain please for those of us with lesser contractese?
Well first I've no idea - ask a lawyer.
But it really, really seems to me that this is saying that no other contract (with the UK, for example) is allowed to get in the way of the supplies promised in this contract.
I am not so sure , you would never be able to restrict a company to only deal with you using this, no court would count that as breach. Best I suspect is they could not take specific EU vaccines and give to someone else but they will have many similar contracts with dates and schedules. If they have made reasonable efforts then they are OK, and reasonable does not mean using all efforts or depriving other commercial clients, especially given AZ have cut UK numbers as well.
They can deal with anyone and everyone. But this contract seems to say that no other deal should impede the delivery of the initial doses to the EU.
I think you are missing a crucial point in this Topping. And I absolutely accept that I am not a lawyer so this is just my impression.
The section 5.4 on Including the UK within the EU for the purposes of being an acceptable location for the production of vaccine for the EU is absolutely explicit that it applies only to that clause itself. The EU will accept vaccine produced within the UK without further question or need for confirmation from the EU.
But it does not apply to any other clause in the contract. That is made explicit. So the EU cannot lay claim to vaccine from the UK factories for the purposes of fulfilling the clause about assured delivery. It simply does not apply.
It is the only reason I can see that AZN have made sure that caveat is in the contract.
No, the effect of the clause is merely to say that for the definition of manufacturing sites, and for that purpose only, the UK is treated as being part of the EU.
My reading too. Then 5.5 says AZ must inform the EC when it has selected its "initial manufacturing sites." AIUI, they did so, and they included the UK sites.
One thing that is noticeable is how quiet France have been over this. All the screeching seems to be coming from the likes of the Germans and the Italians.
Macron especially doesn't normally need much of an excuse to pipe up, but as far as I can he has been nearly silent.
When we shut schools in March 2020, just 104 people had died of Covid and many - including me - thought the government was grossly overreacting.
While they still made some very dumb decision around schooling at the time and since, I was wrong about them overreacting.
It's instructive to examine our consciences in this regard. I sent an email to a friend leaving for the Far East in mid-February, making light of the virus. Yet this is the only juncture at which universal quarantine and a hard lock-down might have worked for the UK. There was no public acceptance of the scale of the threat and therefore no support for containment measures that may, in hindsight, have worked.
And if the government had locked down in February in the teeth of public opinion we'd have been basking in the sun in May saying 'what was that all about? why did we trash the economy?' and by now we'd still be in trouble. Except that we may not have bankrolled the big push for a vaccine because there was no apparent need.
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
Don't you think it likely the UK=EU provision is restricted to 5.4 because AZ wanted it that way? Because it gives AZ additional freedom but no additional responsibility?
It does seem that way, it allows them to supply the EU from UK manufacturing without needing to get permission to do so from the regulator, but under 5.1 the UK isn't included so there's no obligation for them to use UK supply for any of the 300m initial order.
One thing that is noticeable is how quiet France have been over this. All the screeching seems to be coming from the likes of the Germans and the Italians.
Macron especially doesn't normally need much of an excuse to pipe up, but as far as I can he has been nearly silent.
Macron is being sensible. What this really doesn't need is more people chanting Fight! Fight! Fight!
When we shut schools in March 2020, just 104 people had died of Covid and many - including me - thought the government was grossly overreacting.
While they still made some very dumb decision around schooling at the time and since, I was wrong about them overreacting.
It's instructive to examine our consciences in this regard. I sent an email to a friend leaving for the Far East in mid-February, making light of the virus. Yet this is the only juncture at which universal quarantine and a hard lock-down might have worked for the UK. There was no public acceptance of the scale of the threat and therefore no support for containment measures that may, in hindsight, have worked.
And if the government had locked down in February in the teeth of public opinion we'd have been basking in the sun in May saying 'what was that all about? why did we trash the economy?' and by now we'd still be in trouble. Except that we may not have bankrolled the big push for a vaccine because there was no apparent need.
Possibly, although that's not a question the Vietnamese (say) are asking themselves.
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
In my day job I have to review Insurance clauses in contracts from time to time - as you say, some very strange things have at times been found including clauses that flatly contradict other clauses
Not contracts, but I've certainly seen provisions in documents which explicitly set out what to do if any part contradicts another part.
The number of people infected with coronavirus has changed little in the week to 23 January 2021, figures from the latest Office for National Statistics infection survey suggest.
The ONS says virus levels “remain high” in England, and are level in the other nations of the UK.
According to the figures:
In England, 1 in 55 people tested positive for the virus In Wales, 1 in 70 In Scotland, 1 in 110 And in Northern Ireland, 1 in 50
One thing that is noticeable is how quiet France have been over this. All the screeching seems to be coming from the likes of the Germans and the Italians.
Macron especially doesn't normally need much of an excuse to pipe up, but as far as I can he has been nearly silent.
They are not that keen on vaccines there anyway! There will be plenty in France thinking let other countries test it first.
Yes, maybe I'm being an idiot and someone can correct me but if the UK is only deemed part of the EU in section 5.4 it removes any ambiguity for all the other sections as the UK is definitely not included for 5.1 or anywhere else.
I expected the EU to fight this based on the ambiguity of whether the UK counted as being in the EU or not during the transition period but that's surely not possible now.
Yes, it's completely unambiguous. Spectacularly bad drafting, but not ambiguous drafting. I'm sure they didn't mean to exclude the UK manufacturing facility from 5.1, but that's what they've done. In fact, AZ would have been in breach of the contract if they'd been trying to manufacture the Initial Doses in the UK rather than in the EU.
I disagree (I understand it as meaning something quite different). It is very poor drafting, but it's certainly not unambiguous.
(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;
Whoo-wee!
THAT is the clause.
IMHO.
Could you explain please for those of us with lesser contractese?
Well first I've no idea - ask a lawyer.
But it really, really seems to me that this is saying that no other contract (with the UK, for example) is allowed to get in the way of the supplies promised in this contract.
I am not so sure , you would never be able to restrict a company to only deal with you using this, no court would count that as breach. Best I suspect is they could not take specific EU vaccines and give to someone else but they will have many similar contracts with dates and schedules. If they have made reasonable efforts then they are OK, and reasonable does not mean using all efforts or depriving other commercial clients, especially given AZ have cut UK numbers as well.
They can deal with anyone and everyone. But this contract seems to say that no other deal should impede the delivery of the initial doses to the EU.
I think you are missing a crucial point in this Topping. And I absolutely accept that I am not a lawyer so this is just my impression.
The section 5.4 on Including the UK within the EU for the purposes of being an acceptable location for the production of vaccine for the EU is absolutely explicit that it applies only to that clause itself. The EU will accept vaccine produced within the UK without further question or need for confirmation from the EU.
But it does not apply to any other clause in the contract. That is made explicit. So the EU cannot lay claim to vaccine from the UK factories for the purposes of fulfilling the clause about assured delivery. It simply does not apply.
It is the only reason I can see that AZN have made sure that caveat is in the contract.
No, the effect of the clause is merely to say that for the definition of manufacturing sites, and for that purpose only, the UK is treated as being part of the EU.
My reading too. Then 5.5 says AZ must inform the EC when it has selected its "initial manufacturing sites." AIUI, they did so, and they included the UK sites.
Where are you getting that from?
AZN are saying the UK was not included for the initial EU sites.
One thing that is noticeable is how quiet France have been over this. All the screeching seems to be coming from the likes of the Germans and the Italians.
Macron especially doesn't normally need much of an excuse to pipe up, but as far as I can he has been nearly silent.
It does se odd that the Germans are the ones pushing such an oddly protectionist line and not the French. Maybe he has realised an export ban that effects the UK, US and Japan will completely shatter the western alliance. Germany haven't got any real foreign policy goals other than ensuring German companies can sell things so it's less of an issue for them.
(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;
Whoo-wee!
THAT is the clause.
IMHO.
Could you explain please for those of us with lesser contractese?
Well first I've no idea - ask a lawyer.
But it really, really seems to me that this is saying that no other contract (with the UK, for example) is allowed to get in the way of the supplies promised in this contract.
I am not so sure , you would never be able to restrict a company to only deal with you using this, no court would count that as breach. Best I suspect is they could not take specific EU vaccines and give to someone else but they will have many similar contracts with dates and schedules. If they have made reasonable efforts then they are OK, and reasonable does not mean using all efforts or depriving other commercial clients, especially given AZ have cut UK numbers as well.
They can deal with anyone and everyone. But this contract seems to say that no other deal should impede the delivery of the initial doses to the EU.
I think you are missing a crucial point in this Topping. And I absolutely accept that I am not a lawyer so this is just my impression.
The section 5.4 on Including the UK within the EU for the purposes of being an acceptable location for the production of vaccine for the EU is absolutely explicit that it applies only to that clause itself. The EU will accept vaccine produced within the UK without further question or need for confirmation from the EU.
But it does not apply to any other clause in the contract. That is made explicit. So the EU cannot lay claim to vaccine from the UK factories for the purposes of fulfilling the clause about assured delivery. It simply does not apply.
It is the only reason I can see that AZN have made sure that caveat is in the contract.
No, the effect of the clause is merely to say that for the definition of manufacturing sites, and for that purpose only, the UK is treated as being part of the EU.
My reading too. Then 5.5 says AZ must inform the EC when it has selected its "initial manufacturing sites." AIUI, they did so, and they included the UK sites.
The UK sites would (also) have come under 5.4 - notice of non-EU sites.
But note that 5.5 explicitly allows them to change the sites after the initial notification.
There are binding orders and the contract is crystal clear," Mrs von der Leyen said in Friday morning's radio interview. Best effort' was valid while it was still unclear whether they could develop a vaccine. That time is behind us. The vaccine is there.
She's talking through her arse. Best Reasonable Efforts applies to bulk manufacturing of the vaccine, too.
Given the uncertainties involved in even routine manufacturing of vaccines, to argue otherwise would be absurd. And would require torturing the text of the agreement.
She also seems to have gone from best effort is not in there to it is but doesnt apply
The thing I do not like is the way the EC goes on and on with the repetitive 'Solidarity' and 'Better together' refrains. They are pretty creepy even when things are going well but sound positively Stalinist when so clearly at variance with reality on the ground. They'll be quoting tractor figures next.
Yes, maybe I'm being an idiot and someone can correct me but if the UK is only deemed part of the EU in section 5.4 it removes any ambiguity for all the other sections as the UK is definitely not included for 5.1 or anywhere else.
I expected the EU to fight this based on the ambiguity of whether the UK counted as being in the EU or not during the transition period but that's surely not possible now.
Yes, it's completely unambiguous. Spectacularly bad drafting, but not ambiguous drafting. I'm sure they didn't mean to exclude the UK manufacturing facility from 5.1, but that's what they've done. In fact, AZ would have been in breach of the contract if they'd been trying to manufacture the Initial Doses in the UK rather than in the EU.
I disagree (I understand it as meaning something quite different). It is very poor drafting, but it's certainly not unambiguous.
Nothing is unambiguous if your lawyer is creative enough.
The US gov suppoedly defining imminent threat as not meaning imminence or threat are needed for drone strikes springs to mind.
What is 5.4 (AZ to manufacture in UK/EU if poss, give written explanation if want to manufacture elsewhere) about anyway? Who of any sense gives a monkeys where their vaccine is manufactured, provided it gets manufactured?
It excludes (for example) India. Where the vaccine is manufactured, but AZN has no ability to source. The point of the clauses are to list the sites from which the EU is entitled to receive vaccine.
Haggling the price like at a Moroccon bizarre on a product that everybody knows is not for profit.... what were they thinking? AZN would sell it at a massive loss?...and we are talking literally $2-3 a go.
Carpet for you, at cost, $50, no i will only pay $10, no carpet cost me $50, no i will only pay $10...here i show you receipts from factory, see I pay $50 for carpet...still not paying it.
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
I find a fine-tooth comb works rather better.
Isn't that a (rather) fine teeth-comb?
It is indeed – an example of what one ought to avoid using for interrogating contracts.
I suspect it was an uncharacteristic typo on Richard's part.
You have really surprised me with your critique of the EU and it is a testament to your integrity
I'm another. Not the integrity bit but the critique. I was passionate about the EU, on here if people will recall. I backed Ken Clarke to lead a unity Gov't and cancel Brexit.
But I'm furious with the EU over their vaccines. It's a huge pile of steaming dung. Every day that passes they seem to make it worse. Middle ranking politicians playing at being a) scientists b) business leaders and now c) lawyers.
It's the worst performance by the EU on anything in a very long time, possibly since inception, and many citizens in the EU know it. Hence yesterday's Die Zeit headline: 'The best argument for Brexit.'
I was a Leaver. We all make mistakes & the UK has made plenty, but the fundamental point I'm taking from this is that the EU would rather spend its members' money too late on lawyers, rather than up-front on solving an urgent problem, not just for their populations but also with a view to helping poorer countries as soon as possible.
What is 5.4 (AZ to manufacture in UK/EU if poss, give written explanation if want to manufacture elsewhere) about anyway? Who of any sense gives a monkeys where their vaccine is manufactured, provided it gets manufactured?
It excludes (for example) India. Where the vaccine is manufactured, but AZN has no ability to source. The point of the clauses are to list the sites from which the EU is entitled to receive vaccine.
I think 5.4 is more to do with limiting AZ's freedom to supply from outside the EU (including the UK) if it wishes.
What is 5.4 (AZ to manufacture in UK/EU if poss, give written explanation if want to manufacture elsewhere) about anyway? Who of any sense gives a monkeys where their vaccine is manufactured, provided it gets manufactured?
It excludes (for example) India. Where the vaccine is manufactured, but AZN has no ability to source. The point of the clauses are to list the sites from which the EU is entitled to receive vaccine.
No, it specifically says that the UK is included in the definition of EU only in section 5.4, so that means when the term "EU" us used in other sections the UK is not included, section 5.4 has a specifically different definition of "EU" to allow UK supply to be treated as equivalent to EU supply. It means in section 5.1 when they say "EU" it doesn't include the UK as the definition including the UK is limited to section 5.4, it can't be applied to the rest of the agreement.
Because of section 5.4 specifically dealing with whether the UK is or isn't included in the definition of "EU" it will be very difficult for the EU to argue that section 5.1 refers to the UK within the definition of "EU".
Another point - the EU still is in the process of negotiating contracts with other manufacturers.
I bet the lawyers for those manufacturers will be making very, very sure the EU can't play games with them
e.g. As here from the Telegraph this morning:
"The European Commission is in negotiations with Novavax about the amount of Covid-19 vaccines it is going to order, after a jab trialled in the UK was shown to be highly effective against the Kent variant Germany's health minister said. Britain has already secured 60 million doses of the new vaccine, which will be produced at Stockton on Tees. If approved, it will give Britain access to 217 million vaccine doses in total."
As ever, late to the show, and this time they won't be able to try and blame anyone but themselves for the consequences.
Meanwhile, I would expect that the EU in due course will also want to extend its contract with AZ to secure access to additional doses. Whether AZ would be prepared to give them the time of day is a moot point.
The compnay said it was 72% effective in preventing Covid in the United States but a lower rate of 66% was observed globally in the large trial conducted across three continents and against multiple variants.
Another point - the EU still is in the process of negotiating contracts with other manufacturers.
I bet the lawyers for those manufacturers will be making very, very sure the EU can't play games with them
e.g. As here from the Telegraph this morning:
"The European Commission is in negotiations with Novavax about the amount of Covid-19 vaccines it is going to order, after a jab trialled in the UK was shown to be highly effective against the Kent variant Germany's health minister said. Britain has already secured 60 million doses of the new vaccine, which will be produced at Stockton on Tees. If approved, it will give Britain access to 217 million vaccine doses in total."
As ever, late to the show, and this time they won't be able to try and blame anyone but themselves for the consequences.
Meanwhile, I would expect that the EU in due course will also want to extend its contract with AZ to secure access to additional doses. Whether AZ would be prepared to give them the time of day is a moot point.
One thought that did occur to me after I said earlier that manufacturers would be reluctant to negotiate with the EU, and would only come back if tempted by better offers, is that of course they don't *have* to go back to the EU. They could negotiate with individual governments, as they still ultimately have the power to authorise the use of medicines (as Hungary and Germany have).
Which would be a very damaging blow indeed to the idea of European Union strength, solidarity and bargaining power. But scarcely more than they deserve, the way they're behaving.
Some of the people on the road to Brexit Damascus on here should reflect that Brexit, in the wider context, is anti-globalist.
Its anti-WHO, anti-critical race theory, anti detente with China, climate change agnostic, anti mass immigration, anti overseas aid and thinks Donald Trump was a 'breath of fresh air.'
The compnay said it was 72% effective in preventing Covid in the United States but a lower rate of 66% was observed globally in the large trial conducted across three continents and against multiple variants.
Given the boosting it was getting, 66% seems a lower than all the happy clappy leaking that was going on.
Seems to be the same as AZ but with one dose, that's really good. It does explain why they started the two dose trial after seeing the high efficacy of Pfizer and Moderna though.
The thing I do not like is the way the EC goes on and on with the repetitive 'Solidarity' and 'Better together' refrains. They are pretty creepy even when things are going well but sound positively Stalinist when so clearly at variance with reality on the ground. They'll be quoting tractor figures next.
Yeah, it's weird. They are even calling for solidarity between non-members, implying that other countries have to do what the EU wants.
The compnay said it was 72% effective in preventing Covid in the United States but a lower rate of 66% was observed globally in the large trial conducted across three continents and against multiple variants.
What is 5.4 (AZ to manufacture in UK/EU if poss, give written explanation if want to manufacture elsewhere) about anyway? Who of any sense gives a monkeys where their vaccine is manufactured, provided it gets manufactured?
It excludes (for example) India. Where the vaccine is manufactured, but AZN has no ability to source. The point of the clauses are to list the sites from which the EU is entitled to receive vaccine.
Yes, maybe I'm being an idiot and someone can correct me but if the UK is only deemed part of the EU in section 5.4 it removes any ambiguity for all the other sections as the UK is definitely not included for 5.1 or anywhere else.
I expected the EU to fight this based on the ambiguity of whether the UK counted as being in the EU or not during the transition period but that's surely not possible now.
Yes, it's completely unambiguous. Spectacularly bad drafting, but not ambiguous drafting. I'm sure they didn't mean to exclude the UK manufacturing facility from 5.1, but that's what they've done. In fact, AZ would have been in breach of the contract if they'd been trying to manufacture the Initial Doses in the UK rather than in the EU.
Yes, actually that's a good point. If the UK is considered an acceptable manufacturing site for the purposes of 5.4 but isn't listed in 5.1 then what mechanism exists for the EU to ask for supplies to be redirected?
This does seem somewhat of an own goal, but I don't speak legalese so maybe my reading is wrong.
5.1 seems to completely absolve AZN of any responsibility to manufacture the doses outside of the EU, regardless of what 5.4 says.
No, as there is a plausible ambiguity within 5.1, too. AZN is to use its BRE to manufacture within the EU, and to use its BRE to deliver the (redacted) number of doses. If the second part of the obligation meant to deliver only those doses manufactured within the EU, there wouldn't be a need for clause 5.4.
The thing I do not like is the way the EC goes on and on with the repetitive 'Solidarity' and 'Better together' refrains. They are pretty creepy even when things are going well but sound positively Stalinist when so clearly at variance with reality on the ground. They'll be quoting tractor figures next.
Funny you should say that - I hear the EU is just about about to release a Five-Year Plan to vaccinate all its citizens...
The thing I do not like is the way the EC goes on and on with the repetitive 'Solidarity' and 'Better together' refrains. They are pretty creepy even when things are going well but sound positively Stalinist when so clearly at variance with reality on the ground. They'll be quoting tractor figures next.
Funny you should say that - I hear the EU is just about about to release a Five-Year Plan to vaccinate all its citizens...
The EU is actually hindering the world's response to the plague with this bullshit.
The head honchos at AZ should be spending their time working out ways of maximising current vaccine production, and planning ahead for next year's new vaccines. Instead they're wasting their time dealing with their worst customer and her insane and selfish ranting.
Yes, maybe I'm being an idiot and someone can correct me but if the UK is only deemed part of the EU in section 5.4 it removes any ambiguity for all the other sections as the UK is definitely not included for 5.1 or anywhere else.
I expected the EU to fight this based on the ambiguity of whether the UK counted as being in the EU or not during the transition period but that's surely not possible now.
Yes, it's completely unambiguous. Spectacularly bad drafting, but not ambiguous drafting. I'm sure they didn't mean to exclude the UK manufacturing facility from 5.1, but that's what they've done. In fact, AZ would have been in breach of the contract if they'd been trying to manufacture the Initial Doses in the UK rather than in the EU.
Yes, actually that's a good point. If the UK is considered an acceptable manufacturing site for the purposes of 5.4 but isn't listed in 5.1 then what mechanism exists for the EU to ask for supplies to be redirected?
This does seem somewhat of an own goal, but I don't speak legalese so maybe my reading is wrong.
5.1 seems to completely absolve AZN of any responsibility to manufacture the doses outside of the EU, regardless of what 5.4 says.
No, as there is a plausible ambiguity within 5.1, too. AZN is to use its BRE to manufacture within the EU, and to use its BRE to deliver the (redacted) number of doses. If the second part of the obligation meant to deliver only those doses manufactured within the EU, there wouldn't be a need for clause 5.4.
Yes there would because 5.4 is not about obligation. It is about where the EU will accept vaccine production without further checks/permission. It does not give the EU rights to production from the UK, only says that if AZN chooses to supply from the UK that is acceptable for the EU.
Hence the reason explicitly states it applies only to 5.4.
5.1 relates just to the initial doses and instructs AZ to use best efforts to make them in the EU - not including the UK.
5.4 relates to making the vaccine longer term, initial and beyond. It instructs AZ to use best efforts to make them in the EU or UK but they can go outside that with EC permission.
5.5 says the AZ must inform the EC when they have selected their initial manufacturing sites.
So, AZ conclude that despite best efforts they will not be able to fulfill the 5.1 initial doses purely from EU sites. They therefore need to include the UK sites too. They inform the EC of this under 5.5.
Ergo the UK sites are explicitly included in the manufacture of the initial dose. 5.1 does not preclude this.
No drafting error.
(caveat: so long as "initial manufacturing sites" equates to "sites where the initial doses are manufactured")
Crux question -
Are AZ using best efforts to fill the EC order (inc from the UK sites)? Or are they using unjustifiably "bester" efforts to fill the UK's?
"Three vaccines have so far been authorised by various regulators around the world: those from Pfizer/BioNTech, Moderna and Oxford/AstraZeneca."
Even the Guardian is still in denial about the Chinese vaccines that are authorised and being used by various regulators around the world including the likes of UAE, Brazil, Serbia and Morocco.
There are actually 10 vaccines that have been approved, 7 by more than one country.
The compnay said it was 72% effective in preventing Covid in the United States but a lower rate of 66% was observed globally in the large trial conducted across three continents and against multiple variants.
(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;
Whoo-wee!
THAT is the clause.
IMHO.
Could you explain please for those of us with lesser contractese?
Well first I've no idea - ask a lawyer.
But it really, really seems to me that this is saying that no other contract (with the UK, for example) is allowed to get in the way of the supplies promised in this contract.
No, it doesn't say that at all. It says that no existing contract impedes the obligations undertaken by AZN at the time of the signing of the contract.
But those obligations are not absolute, and are constrained by unpredictable manufacturing issues - which AZN ran into in Q4.
Yes, hence the "best reasonable effort" get out clause.
Also as Sean has pointed out a few minutes ago, the UK will have signed a contract with AstraZeneca plc, the EU has signed one with AstraZeneca AB, they are legally separate entities and one doesn't have the ability to put a claim on the other's production.
We don't know whether the latter point is true or not.
Some of the people on the road to Brexit Damascus on here should reflect that Brexit, in the wider context, is anti-globalist.
Its anti-WHO, anti-critical race theory, anti detente with China, climate change agnostic, anti mass immigration, anti overseas aid and thinks Donald Trump was a 'breath of fresh air.'
Just sayin'
Detente with China - is that before or after they have completed "rm -rf" on all cultures within China that don't conform to what they define as Chinese?
"Initial Europe Doses" is defined as 300m doses of vaccine at cost price for distribution within the EU.
AZ commits (separately to 5.1) to use "Best Reasonable Efforts" to build capacity to manufacture the Initial Europe Doses.
Now I'm only a student and by no means an expert, and know nothing about Belgian law, but my reading is that the important paragraph is 5.1:
"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 authorisation".
I think the key question is whether the contract should be read as:
AstraZeneca shall use its Beast Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution AND AstraZeneca shall use its Best Reasonable Efforts to deliver to the Distribution Hubs.
Because if it does, then I guess the EU could argue that AZ is not doing so. However the point may be moot if the EU marketing authorisation has not yet been granted? I don't know what that is. Is that EMA approval?
5.4 as previously discussed includes the "UK" in the definition of the EU for this paragraph and states that if AZ is unable to deliver on its intention to manufacture the Initial Europe Doses, AZ must use its Best Reasonable Efforts to contract with CMOs within the EU (and UK). I guess we don't know if they're doing this or not.
13.1(e) is where AZ covenants that it is not under any obligation to any third-party or person that may impede the complete fulfilment of its obligations under the contract.
I think I agree with previous posters that this is fulfilled if AZ genuinely and reasonably believed the above to be true when they signed the contract then they have fulfilled their obligation.
The compnay said it was 72% effective in preventing Covid in the United States but a lower rate of 66% was observed globally in the large trial conducted across three continents and against multiple variants.
The compnay said it was 72% effective in preventing Covid in the United States but a lower rate of 66% was observed globally in the large trial conducted across three continents and against multiple variants.
There are binding orders and the contract is crystal clear," Mrs von der Leyen said in Friday morning's radio interview. Best effort' was valid while it was still unclear whether they could develop a vaccine. That time is behind us. The vaccine is there.
She's talking through her arse. Best Reasonable Efforts applies to bulk manufacturing of the vaccine, too.
Given the uncertainties involved in even routine manufacturing of vaccines, to argue otherwise would be absurd. And would require torturing the text of the agreement.
It specifically says "commercialisation" in the explanation of "best reasonable efforts" so it's completely wrong, rather than absurd.
Except that AZN has 'commercialised' the vaccine, since it has already commenced deliveries. But essentially I agree with you.
The compnay said it was 72% effective in preventing Covid in the United States but a lower rate of 66% was observed globally in the large trial conducted across three continents and against multiple variants.
Given the boosting it was getting, 66% seems a lower than all the happy clappy leaking that was going on.
66% is superb against multiple variants and with a one-dose regimen IMO.
More fantastic news.
The reduction in hospitalisation rate should be key rather than efficacy. If that is similar to the other vaccines - near 100%! - or even 90%+ then life can quickly get back to normal.
This controversy with the EU is turning toxic for them here in the UK
Has anyone considered the implication for Nicola and her devotion to the EU
They are proper Ratner-ing their brand...even Scott N paste has gone quiet.
Yep. Ratner is a good metaphor.
I couldn't and wouldn't vote for the EU right now. If you'd have asked me just 3 weeks ago I'd have still been passionately supportive, to the point where I was considering moving to Scotland to get the best of both worlds.
The EU is actually hindering the world's response to the plague with this bullshit.
The head honchos at AZ should be spending their time working out ways of maximising current vaccine production, and planning ahead for next year's new vaccines. Instead they're wasting their time dealing with their worst customer and her insane and selfish ranting.
This. As I said yesterday - who thinks that any communication from AZN is not now going through a filter consisting of
- 10ks per hour of lawyers - 10ks per hour of political consultants - 10ks per hour of PR experts
Getting anything through such a filter will be somewhere between slow and impossible.
5.1 relates just to the initial doses and instructs AZ to use best efforts to make them in the EU - not including the UK.
5.4 relates to making the vaccine longer term, initial and beyond. It instructs AZ to use best efforts to make them in the EU or UK but they can go outside that with EC permission.
5.5 says the AZ must inform the EC when they have selected their initial manufacturing sites.
So, AZ conclude that despite best efforts they will not be able to fulfill the 5.1 initial doses purely from EU sites. They therefore need to include the UK sites too. They inform the EC of this under 5.5.
Ergo the UK sites are explicitly included in the manufacture of the initial dose. 5.1 does not preclude this.
No drafting error.
(caveat: so long as "initial manufacturing sites" equates to "sites where the initial doses are manufactured")
Crux question -
Are AZ using best efforts to fill the EC order (inc from the UK sites)? Or are they using unjustifiably "bester" efforts to fill the UK's?
But you're contradicting yourself, the best reasonable efforts only applies to EU supply which as you rightly say doesn't include the UK.
The EU can't retroactively change the meaning of EU to include the UK because of transition status ambiguity because this is dealt with in 5.4 where it says the definition of EU is expanded to include the UK limited only to section 5.4, meaning sections not 5.4 don't include the UK within the definition of EU.
5.5 is irrelevant because we don't know what AZ informed the EC of wrt manufacturing sites for the order. 5.1 says EU and 5.4 says the UK isn't in the EU for anything other than 5.4, I think the AZ lawyers have played lawyerly tricks on the EC.
The EU is actually hindering the world's response to the plague with this bullshit.
The head honchos at AZ should be spending their time working out ways of maximising current vaccine production, and planning ahead for next year's new vaccines. Instead they're wasting their time dealing with their worst customer and her insane and selfish ranting.
This. As I said yesterday - who thinks that any communication from AZN is not now going through a filter consisting of
- 10ks per hour of lawyers - 10ks per hour of political consultants - 10ks per hour of PR experts
Getting anything through such a filter will be somewhere between slow and impossible.
To be fair, none of those people are likely to be much involved with either strategy, or managing the day-to-day delivery. It'll likely occupy a lot of senior management time, but it's debateable whether that hinders or helps those underneath them actually doing the work.
Some of the people on the road to Brexit Damascus on here should reflect that Brexit, in the wider context, is anti-globalist.
Its anti-WHO, anti-critical race theory, anti detente with China, climate change agnostic, anti mass immigration, anti overseas aid and thinks Donald Trump was a 'breath of fresh air.'
Just sayin'
No that is YOUR Brexit view. It is certainly not the view of many others on here who voted for Brexit, nor of the wider Leave supporting population.
It is not the case that the whole population is defined purely by their view on Brexit. Just as on the Remain side there are many different views on the topics you mention (so for example I know there are several pro EU commentators on here who are quite sceptical of Catastrophic Global Warming theory and who are anti pandering to China. At the same time there are plenty of Brexit supporters who are very convinced of AGW theory or who are pro immigration.
Good afternoon. My mum received a letter this morning and she's already managed to book a slot for tomorrow afternoon at one of the mega vaccination centres. Very efficient.
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
Shouldn't that be a fine-toothed comb? It is a comb with narrow gaps between its teeth, not a fine comb for a tooth.
What is 5.4 (AZ to manufacture in UK/EU if poss, give written explanation if want to manufacture elsewhere) about anyway? Who of any sense gives a monkeys where their vaccine is manufactured, provided it gets manufactured?
It excludes (for example) India. Where the vaccine is manufactured, but AZN has no ability to source. The point of the clauses are to list the sites from which the EU is entitled to receive vaccine.
I think 5.4 is more to do with limiting AZ's freedom to supply from outside the EU (including the UK) if it wishes.
Quite possibly - but clauses apply to both parties to the contract.
5.1 relates just to the initial doses and instructs AZ to use best efforts to make them in the EU - not including the UK.
5.4 relates to making the vaccine longer term, initial and beyond. It instructs AZ to use best efforts to make them in the EU or UK but they can go outside that with EC permission.
5.5 says the AZ must inform the EC when they have selected their initial manufacturing sites.
So, AZ conclude that despite best efforts they will not be able to fulfill the 5.1 initial doses purely from EU sites. They therefore need to include the UK sites too. They inform the EC of this under 5.5.
Ergo the UK sites are explicitly included in the manufacture of the initial dose. 5.1 does not preclude this.
No drafting error.
(caveat: so long as "initial manufacturing sites" equates to "sites where the initial doses are manufactured")
Crux question -
Are AZ using best efforts to fill the EC order (inc from the UK sites)? Or are they using unjustifiably "bester" efforts to fill the UK's?
But you're contradicting yourself, the best reasonable efforts only applies to EU supply which as you rightly say doesn't include the UK.
The EU can't retroactively change the meaning of EU to include the UK because of transition status ambiguity because this is dealt with in 5.4 where it says the definition of EU is expanded to include the UK limited only to section 5.4, meaning sections not 5.4 don't include the UK within the definition of EU.
5.5 is irrelevant because we don't know what AZ informed the EC of wrt manufacturing sites for the order. 5.1 says EU and 5.4 says the UK isn't in the EU for anything other than 5.4, I think the AZ lawyers have played lawyerly tricks on the EC.
The key question is whether 5.1 can be read as:
"AstraZeneca shall use its Beast Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution AND AstraZeneca shall use its Best Reasonable Efforts to deliver to the Distribution Hubs..."
The comma is the key I think, and European legal systems seem to be much more willing construct contracts as they believe the parties intended it rather than exactly what was written, at least in my limited experience.
As a reminder the actual wording:
"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 authorisation..."
Incidentally, this is an excellent example of Nabavi's Law of Contract Drafting: no matter how much both sides pay their lawyers, any contract they come up with will be riddled in logical errors and unintended consequences, and you need to go through it yourself with a fine tooth-comb before signing.
Shouldn't that be a fine-toothed comb? It is a comb with narrow gaps between its teeth, not a fine comb for a tooth.
One thing that is noticeable is how quiet France have been over this. All the screeching seems to be coming from the likes of the Germans and the Italians.
Macron especially doesn't normally need much of an excuse to pipe up, but as far as I can he has been nearly silent.
It does se odd that the Germans are the ones pushing such an oddly protectionist line and not the French. Maybe he has realised an export ban that effects the UK, US and Japan will completely shatter the western alliance. Germany haven't got any real foreign policy goals other than ensuring German companies can sell things so it's less of an issue for them.
It’s not really been that big in the news here at the moment. Less domestic pressure on Macron to do something drastic perhaps. The talk is more about 3rd lockdown possibility, and also the shame of Sanofi & Pasteur french vaccine failures.
5.1 relates just to the initial doses and instructs AZ to use best efforts to make them in the EU - not including the UK.
5.4 relates to making the vaccine longer term, initial and beyond. It instructs AZ to use best efforts to make them in the EU or UK but they can go outside that with EC permission.
5.5 says the AZ must inform the EC when they have selected their initial manufacturing sites.
So, AZ conclude that despite best efforts they will not be able to fulfill the 5.1 initial doses purely from EU sites. They therefore need to include the UK sites too. They inform the EC of this under 5.5.
Ergo the UK sites are explicitly included in the manufacture of the initial dose. 5.1 does not preclude this.
No drafting error.
(caveat: so long as "initial manufacturing sites" equates to "sites where the initial doses are manufactured")
Crux question -
Are AZ using best efforts to fill the EC order (inc from the UK sites)? Or are they using unjustifiably "bester" efforts to fill the UK's?
We know the EU think the latter is the case, but proving it may be harder.
Comments
'It is a thing most wonderful
Almost too wonderful to be...'
Sorry!
Are all the others pigs in pokes too?
As I said the other day I am sure there will be long running debates going forward as to whether this is symptomatic of the EU or just the result of a particularly poor set of people currently in charge. I just the same way as we can argue whether the current issues over Brexit are symptomatic of us leaving the EU or are the result of having a clown in charge of the negotiations.
Best Reasonable Efforts applies to bulk manufacturing of the vaccine, too.
Given the uncertainties involved in even routine manufacturing of vaccines, to argue otherwise would be absurd. And would require torturing the text of the agreement.
5.1 obliges AZ to use best efforts to supply the initial doses from EU sites (not including UK sites). That is exactly what Soriot has been saying. And now the EU has confirmed it by publishing the contract!
But I'm furious with the EU over their vaccines. It's a huge pile of steaming dung. Every day that passes they seem to make it worse. Middle ranking politicians playing at being a) scientists b) business leaders and now c) lawyers.
It's the worst performance by the EU on anything in a very long time, possibly since inception, and many citizens in the EU know it. Hence yesterday's Die Zeit headline: 'The best argument for Brexit.'
Then 5.5 says AZ must inform the EC when it has selected its "initial manufacturing sites."
AIUI, they did so, and they included the UK sites.
Macron especially doesn't normally need much of an excuse to pipe up, but as far as I can he has been nearly silent.
And if the government had locked down in February in the teeth of public opinion we'd have been basking in the sun in May saying 'what was that all about? why did we trash the economy?' and by now we'd still be in trouble. Except that we may not have bankrolled the big push for a vaccine because there was no apparent need.
How would it help?
https://twitter.com/guardiannews/status/1355136841821904898?s=20
The ONS says virus levels “remain high” in England, and are level in the other nations of the UK.
According to the figures:
In England, 1 in 55 people tested positive for the virus
In Wales, 1 in 70
In Scotland, 1 in 110
And in Northern Ireland, 1 in 50
It is very poor drafting, but it's certainly not unambiguous.
AZN are saying the UK was not included for the initial EU sites.
Calls to "de-colonise" the curriculum were not the way forward, he added. I'm saying the opposite - that you've got to learn more about colonialism."
https://www.bbc.co.uk/news/uk-politics-55857650
But note that 5.5 explicitly allows them to change the sites after the initial notification.
Our vaccinations were Pfizer
Ah, my coat...
The US gov suppoedly defining imminent threat as not meaning imminence or threat are needed for drone strikes springs to mind.
The point of the clauses are to list the sites from which the EU is entitled to receive vaccine.
Carpet for you, at cost, $50, no i will only pay $10, no carpet cost me $50, no i will only pay $10...here i show you receipts from factory, see I pay $50 for carpet...still not paying it.
I suspect it was an uncharacteristic typo on Richard's part.
Slow hand clap for the EU
Good afternoon, everyone.
Because of section 5.4 specifically dealing with whether the UK is or isn't included in the definition of "EU" it will be very difficult for the EU to argue that section 5.1 refers to the UK within the definition of "EU".
"The European Commission is in negotiations with Novavax about the amount of Covid-19 vaccines it is going to order, after a jab trialled in the UK was shown to be highly effective against the Kent variant Germany's health minister said. Britain has already secured 60 million doses of the new vaccine, which will be produced at Stockton on Tees. If approved, it will give Britain access to 217 million vaccine doses in total."
As ever, late to the show, and this time they won't be able to try and blame anyone but themselves for the consequences.
Meanwhile, I would expect that the EU in due course will also want to extend its contract with AZ to secure access to additional doses. Whether AZ would be prepared to give them the time of day is a moot point.
The compnay said it was 72% effective in preventing Covid in the United States but a lower rate of 66% was observed globally in the large trial conducted across three continents and against multiple variants.
https://www.theguardian.com/world/2021/jan/29/janssen-one-dose-vaccine-shown-to-work-against-covid
Given the boosting it was getting, 66% seems a lower than all the happy clappy leaking that was going on.
Which would be a very damaging blow indeed to the idea of European Union strength, solidarity and bargaining power. But scarcely more than they deserve, the way they're behaving.
Its anti-WHO, anti-critical race theory, anti detente with China, climate change agnostic, anti mass immigration, anti overseas aid and thinks Donald Trump was a 'breath of fresh air.'
Just sayin'
AZN is to use its BRE to manufacture within the EU, and to use its BRE to deliver the (redacted) number of doses.
If the second part of the obligation meant to deliver only those doses manufactured within the EU, there wouldn't be a need for clause 5.4.
Has anyone considered the implication for Nicola and her devotion to the EU
Some EU members have signed separate agreements with vaccine suppliers - allegedly against the EU rules (I think?)
When will we see the EU demanding those supplies be sent to the EU for "fair" distribution?
The head honchos at AZ should be spending their time working out ways of maximising current vaccine production, and planning ahead for next year's new vaccines. Instead they're wasting their time dealing with their worst customer and her insane and selfish ranting.
Hence the reason explicitly states it applies only to 5.4.
Cozying up to China now all these outbursts over vaccinations, including claims that UK is starting a war.
5.1 relates just to the initial doses and instructs AZ to use best efforts to make them in the EU - not including the UK.
5.4 relates to making the vaccine longer term, initial and beyond. It instructs AZ to use best efforts to make them in the EU or UK but they can go outside that with EC permission.
5.5 says the AZ must inform the EC when they have selected their initial manufacturing sites.
So, AZ conclude that despite best efforts they will not be able to fulfill the 5.1 initial doses purely from EU sites. They therefore need to include the UK sites too. They inform the EC of this under 5.5.
Ergo the UK sites are explicitly included in the manufacture of the initial dose. 5.1 does not preclude this.
No drafting error.
(caveat: so long as "initial manufacturing sites" equates to "sites where the initial doses are manufactured")
Crux question -
Are AZ using best efforts to fill the EC order (inc from the UK sites)?
Or are they using unjustifiably "bester" efforts to fill the UK's?
Even the Guardian is still in denial about the Chinese vaccines that are authorised and being used by various regulators around the world including the likes of UAE, Brazil, Serbia and Morocco.
There are actually 10 vaccines that have been approved, 7 by more than one country.
More fantastic news.
"Initial Europe Doses" is defined as 300m doses of vaccine at cost price for distribution within the EU.
AZ commits (separately to 5.1) to use "Best Reasonable Efforts" to build capacity to manufacture the Initial Europe Doses.
Now I'm only a student and by no means an expert, and know nothing about Belgian law, but my reading is that the important paragraph is 5.1:
"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 authorisation".
I think the key question is whether the contract should be read as:
AstraZeneca shall use its Beast Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution AND AstraZeneca shall use its Best Reasonable Efforts to deliver to the Distribution Hubs.
Because if it does, then I guess the EU could argue that AZ is not doing so. However the point may be moot if the EU marketing authorisation has not yet been granted? I don't know what that is. Is that EMA approval?
5.4 as previously discussed includes the "UK" in the definition of the EU for this paragraph and states that if AZ is unable to deliver on its intention to manufacture the Initial Europe Doses, AZ must use its Best Reasonable Efforts to contract with CMOs within the EU (and UK). I guess we don't know if they're doing this or not.
13.1(e) is where AZ covenants that it is not under any obligation to any third-party or person that may impede the complete fulfilment of its obligations under the contract.
I think I agree with previous posters that this is fulfilled if AZ genuinely and reasonably believed the above to be true when they signed the contract then they have fulfilled their obligation.
I can't see where Sky are getting that figure from. Anyone?
Presuming the EU calm down, we should see this repeated across the whole of Europe in the summer / autumn.
But essentially I agree with you.
I couldn't and wouldn't vote for the EU right now. If you'd have asked me just 3 weeks ago I'd have still been passionately supportive, to the point where I was considering moving to Scotland to get the best of both worlds.
Not now. This stinks.
- 10ks per hour of lawyers
- 10ks per hour of political consultants
- 10ks per hour of PR experts
Getting anything through such a filter will be somewhere between slow and impossible.
The EU can't retroactively change the meaning of EU to include the UK because of transition status ambiguity because this is dealt with in 5.4 where it says the definition of EU is expanded to include the UK limited only to section 5.4, meaning sections not 5.4 don't include the UK within the definition of EU.
5.5 is irrelevant because we don't know what AZ informed the EC of wrt manufacturing sites for the order. 5.1 says EU and 5.4 says the UK isn't in the EU for anything other than 5.4, I think the AZ lawyers have played lawyerly tricks on the EC.
It is not the case that the whole population is defined purely by their view on Brexit. Just as on the Remain side there are many different views on the topics you mention (so for example I know there are several pro EU commentators on here who are quite sceptical of Catastrophic Global Warming theory and who are anti pandering to China. At the same time there are plenty of Brexit supporters who are very convinced of AGW theory or who are pro immigration.
However part of the trial in South Africa, where a new version of the coronavirus is spreading. found it was just 57% effective.
-----
I think continued travel restrictions and a second round of updated vaccines this time next year is inevitable.
"AstraZeneca shall use its Beast Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution AND AstraZeneca shall use its Best Reasonable Efforts to deliver to the Distribution Hubs..."
The comma is the key I think, and European legal systems seem to be much more willing construct contracts as they believe the parties intended it rather than exactly what was written, at least in my limited experience.
As a reminder the actual wording:
"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 authorisation..."