3 ms·

> In short, AstraZeneca agreed to use UK facilities > to manufacture doses for the EU. Section 5.1 of the PDF seems to imply that the "Initial Europe Doses"

by lhnz 6y ago

> In short, AstraZeneca agreed to use UK facilities > to manufacture doses for the EU. Section 5.1 of the PDF seems to imply that the "Initial Europe Doses" are to be manufactured within Europe [0] "following EU marketing authorization". Section 5.4 which you quote from specifies that "this section only shall include the United Kingdom". As written, this section does not relate to the distribution of the initial doses in Section 5.1, but instead is about where AstraZeneca _could_ choose to manufacture the vaccine. That is why it explains the process by which they might get prior written notice for non-EU manufacturing sites, and discusses how they could be contracted with if they are unable to deliver doses. I think that gives them some leeway to ask AstraZeneca to increase capacity in the EU, but it strongly suggests to me that the capacity has meant to come from EU facilities, particularly for the "Initial Europe Doses". Somebody also linked to this [1] which implies that AstraZeneca stated that they would have no other contracts that should conflict with the "Initial Europe Doses", however, I can imagine AstraZeneca will argue that this is achieved by segregating production in the initial doses stage and that the problem is due to low yields in the EU facilities and not due to competing arrangements. [0] https://twitter.com/faisalislam/status/1355120024378335238 [1] https://twitter.com/antoguerrera/status/1355137923411279878

Closi 6y ago
Thanks - your explanation gives a lot of clarity. I assume a lot of people are reading it as “the EU is defined as just the U.K. for the purpose of this section” but you are right that it’s just saying “this section is about the U.K., not the EU”
brmgb 6y ago
> Section 5.1 of the PDF seems to imply that the "Initial Europe Doses" are to be manufactured within Europe [0] "following EU marketing authorization". You are completely misreading it. That's not at all what section 5.1 implies. Section 5.1 says AstraZeneca should make its best effort to manufacture in the EU after market approval. That's in opposition to improving and relying on foreign production something expressly permitted by the contract. That has no bearing on where the dose should come now. > Section 5.4 which you quote from That's the section about where the dose can come and point that all AstraZeneca production capacity are part of agreement. But the real sinker for AstraZeneca is section 13.1.e. "[AstraZeneca represents, warrants and covenants to the Commission and the Participating Member States that: ] 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;" At this point, it is clear that AstraZeneca is trying to weasle out of its contractual obligation (unsurprisingly they are a pharma company after all). Short of an agreement being found and considering the EU doesn't have the time for a protractor trial, I think mandatory licensing or nationalisation of the production facilities are in order. But then again, this commission seems extremely weak so who knows.
- lhnz 6y ago
  > You are completely misreading it. That's not at all > what section 5.1 implies. What I wrote is a composite of a number of lawyer's comments on Twitter (e.g. https://twitter.com/FKeuleneer/status/1355138055305388036 https://twitter.com/FKeuleneer/status/1355138055305388036, https://twitter.com/BarristersHorse/status/1355286489811320832 https://twitter.com/BarristersHorse/status/13552864898113208..., https://twitter.com/SpinningHugo/status/1355486990150627329 https://twitter.com/SpinningHugo/status/1355486990150627329, and https://twitter.com/SBarrettBar/status/1355166944786264064 https://twitter.com/SBarrettBar/status/1355166944786264064). Do you have expertise that suggests that they are misreading? Searching around on Twitter, I've not yet been able to find legal opinions that say the Commission is in the right. Since you are apparently french, what are legal experts saying there? Perhaps they see it differently. Can you show me these opinions? > But the real sinker for AstraZeneca is section 13.1.e. > > "[AstraZeneca represents, warrants and covenants to > the Commission and the Participating Member States > that: ] 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;" It seems likely to me that (when taken in context of the rest of the contract) this actually proves the opposite of what you're saying. The most bullet-proof way that AstraZeneca could comply with this section is by segregating production of vaccines by country. There can be no conflicts between countries if vaccine allocations of initial doses are from separate factories. (I think the EU reading this as saying "there is no contract between AstraZeneca and the UK" is absolutely nonsensical since the UK's purchase order was widely publicised way before the EU signed.) Even if they're not letting on, I think it's likely that the Commission understands that they have a different allocation. Their actions show this -- they recently raided AstraZeneca's Belgian Vaccine Plant in an attempt to evidence the claim that AstraZeneca gave away EU doses to the UK. If AZ did this, that would have been an actual breach of 13.1.e of the contract.
  - brmgb 6y ago
    > What I wrote is a composite of a number of lawyer's comments on Twitter A moment there I was worried my reading comprehension was failing me, thankfully none of the link you posted so authoritatively talk about section 5. They are mostly about down payments. Stop pretending you are posting a summary of things when you are talking about something else. > It seems likely to me that (when taken in context of the rest of the contract) this actually proves the opposite of what you're saying. The most bullet-proof way that AstraZeneca could comply with this section is by segregating production of vaccines by country. And what seems likely to you would be wrong. The contract says the opposite of what you are writing. > I think the EU reading this as saying "there is no contract between AstraZeneca and the UK" is absolutely nonsensical since the UK's purchase order was widely publicised way before the EU signed The EU experts wrote the contract. They don't have reading comprehension issue. AstraZeneca signed that their contract with the UK didn't contain conflicting obligations. > AstraZeneca gave away EU doses to the UK There are no EU doses and UK doses. AstraZeneca is manufacturing doses from different plants and has contractual obligations with multiple clients. The EU thinks their deliveries were mismanaged.
YeGoblynQueenne 6y ago
>> Section 5.4 which you quote from specifies that "this section only shall include the United Kingdom". As written, this section does not relate to the distribution of the initial doses in Section 5.1, but instead is about where AstraZeneca _could_ choose to manufacture the vaccine. That is why it explains the process by which they might get prior written notice for non-EU manufacturing sites, and discusses how they could be contracted with if they are unable to deliver doses. I'm not sure. You might be right. However section 5.4 also says: 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. "Within the EU" in this particular paragraph encompasses the UK, so my reading of this is that if AstraZeneca can't deliver the Initial Europe Doses as it plans, the Commission can propose alternative manufacturing sites that include UK sites. Which seems to cover the Comission's current request that AstraZeneca use UK-made doses to honour its commitment to deliver the Initial Europe Doses (to its best reasonable efforts etc). Again, IANAL, so I don't know how to interpret this document correctly. I'm reading it as a lay person who does not understand the technicalities of legal terminology.
- londons_explore 6y ago
  Does the contract matter at all? The EU can just make a new law that says "vaccines made in the EU may not be sent to anyone outside the EU".
  - lhnz 6y ago
    Yes, they can do this. But they risk humiliating themselves further [0] with nationalistic displays like this. [0] https://www.ft.com/content/5c15d7ea-aaf6-46f4-924e-30f168dd14dd https://www.ft.com/content/5c15d7ea-aaf6-46f4-924e-30f168dd1...
- lhnz 6y ago
  > "Within the EU" in this particular paragraph encompasses > the UK, so my reading of this is that if AstraZeneca > can't deliver the Initial Europe Doses as it plans, > the Commission can propose alternative manufacturing > sites that include UK sites. Which seems to cover the > Commission's current request that AstraZeneca use UK-made > doses to honour its commitment to deliver the > Initial Europe Doses (to its best reasonable efforts etc). Yeah, I understand this mostly the same way, but my read is that while they can make such a request, AstraZeneca can choose not to do this and isn't forced into taking away vaccines from one country contractually as part of "best reasonable efforts". IANAL also, but I have tried my best to avoid making my own interpretations, and have generally been relaying my understanding of comments by lawyers on Twitter (e.g. https://twitter.com/ShipBrief/status/1355134952405397508 https://twitter.com/ShipBrief/status/1355134952405397508). Writing my initial comment kind of forced me into a rabbit-hole of reading what people were saying...

by lhnz 6y ago

Closi 6y ago

Thanks - your explanation gives a lot of clarity. I assume a lot of people are reading it as “the EU is defined as just the U.K. for the purpose of this section” but you are right that it’s just saying “this section is about the U.K., not the EU”

brmgb 6y ago

> Section 5.1 of the PDF seems to imply that the "Initial Europe Doses" are to be manufactured within Europe [0] "following EU marketing authorization". You are completely misreading it. That's not at all what section 5.1 implies. Section 5.1 says AstraZeneca should make its best effort to manufacture in the EU after market approval. That's in opposition to improving and relying on foreign production something expressly permitted by the contract. That has no bearing on where the dose should come now. > Section 5.4 which you quote from That's the section about where the dose can come and point that all AstraZeneca production capacity are part of agreement. But the real sinker for AstraZeneca is section 13.1.e. "[AstraZeneca represents, warrants and covenants to the Commission and the Participating Member States that: ] 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;" At this point, it is clear that AstraZeneca is trying to weasle out of its contractual obligation (unsurprisingly they are a pharma company after all). Short of an agreement being found and considering the EU doesn't have the time for a protractor trial, I think mandatory licensing or nationalisation of the production facilities are in order. But then again, this commission seems extremely weak so who knows.

lhnz 6y ago
> You are completely misreading it. That's not at all > what section 5.1 implies. What I wrote is a composite of a number of lawyer's comments on Twitter (e.g. https://twitter.com/FKeuleneer/status/1355138055305388036 https://twitter.com/FKeuleneer/status/1355138055305388036, https://twitter.com/BarristersHorse/status/1355286489811320832 https://twitter.com/BarristersHorse/status/13552864898113208..., https://twitter.com/SpinningHugo/status/1355486990150627329 https://twitter.com/SpinningHugo/status/1355486990150627329, and https://twitter.com/SBarrettBar/status/1355166944786264064 https://twitter.com/SBarrettBar/status/1355166944786264064). Do you have expertise that suggests that they are misreading? Searching around on Twitter, I've not yet been able to find legal opinions that say the Commission is in the right. Since you are apparently french, what are legal experts saying there? Perhaps they see it differently. Can you show me these opinions? > But the real sinker for AstraZeneca is section 13.1.e. > > "[AstraZeneca represents, warrants and covenants to > the Commission and the Participating Member States > that: ] 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;" It seems likely to me that (when taken in context of the rest of the contract) this actually proves the opposite of what you're saying. The most bullet-proof way that AstraZeneca could comply with this section is by segregating production of vaccines by country. There can be no conflicts between countries if vaccine allocations of initial doses are from separate factories. (I think the EU reading this as saying "there is no contract between AstraZeneca and the UK" is absolutely nonsensical since the UK's purchase order was widely publicised way before the EU signed.) Even if they're not letting on, I think it's likely that the Commission understands that they have a different allocation. Their actions show this -- they recently raided AstraZeneca's Belgian Vaccine Plant in an attempt to evidence the claim that AstraZeneca gave away EU doses to the UK. If AZ did this, that would have been an actual breach of 13.1.e of the contract.
- brmgb 6y ago
  > What I wrote is a composite of a number of lawyer's comments on Twitter A moment there I was worried my reading comprehension was failing me, thankfully none of the link you posted so authoritatively talk about section 5. They are mostly about down payments. Stop pretending you are posting a summary of things when you are talking about something else. > It seems likely to me that (when taken in context of the rest of the contract) this actually proves the opposite of what you're saying. The most bullet-proof way that AstraZeneca could comply with this section is by segregating production of vaccines by country. And what seems likely to you would be wrong. The contract says the opposite of what you are writing. > I think the EU reading this as saying "there is no contract between AstraZeneca and the UK" is absolutely nonsensical since the UK's purchase order was widely publicised way before the EU signed The EU experts wrote the contract. They don't have reading comprehension issue. AstraZeneca signed that their contract with the UK didn't contain conflicting obligations. > AstraZeneca gave away EU doses to the UK There are no EU doses and UK doses. AstraZeneca is manufacturing doses from different plants and has contractual obligations with multiple clients. The EU thinks their deliveries were mismanaged.

YeGoblynQueenne 6y ago

>> Section 5.4 which you quote from specifies that "this section only shall include the United Kingdom". As written, this section does not relate to the distribution of the initial doses in Section 5.1, but instead is about where AstraZeneca _could_ choose to manufacture the vaccine. That is why it explains the process by which they might get prior written notice for non-EU manufacturing sites, and discusses how they could be contracted with if they are unable to deliver doses. I'm not sure. You might be right. However section 5.4 also says: 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. "Within the EU" in this particular paragraph encompasses the UK, so my reading of this is that if AstraZeneca can't deliver the Initial Europe Doses as it plans, the Commission can propose alternative manufacturing sites that include UK sites. Which seems to cover the Comission's current request that AstraZeneca use UK-made doses to honour its commitment to deliver the Initial Europe Doses (to its best reasonable efforts etc). Again, IANAL, so I don't know how to interpret this document correctly. I'm reading it as a lay person who does not understand the technicalities of legal terminology.

londons_explore 6y ago
Does the contract matter at all? The EU can just make a new law that says "vaccines made in the EU may not be sent to anyone outside the EU".
- lhnz 6y ago
  Yes, they can do this. But they risk humiliating themselves further [0] with nationalistic displays like this. [0] https://www.ft.com/content/5c15d7ea-aaf6-46f4-924e-30f168dd14dd https://www.ft.com/content/5c15d7ea-aaf6-46f4-924e-30f168dd1...
lhnz 6y ago
> "Within the EU" in this particular paragraph encompasses > the UK, so my reading of this is that if AstraZeneca > can't deliver the Initial Europe Doses as it plans, > the Commission can propose alternative manufacturing > sites that include UK sites. Which seems to cover the > Commission's current request that AstraZeneca use UK-made > doses to honour its commitment to deliver the > Initial Europe Doses (to its best reasonable efforts etc). Yeah, I understand this mostly the same way, but my read is that while they can make such a request, AstraZeneca can choose not to do this and isn't forced into taking away vaccines from one country contractually as part of "best reasonable efforts". IANAL also, but I have tried my best to avoid making my own interpretations, and have generally been relaying my understanding of comments by lawyers on Twitter (e.g. https://twitter.com/ShipBrief/status/1355134952405397508 https://twitter.com/ShipBrief/status/1355134952405397508). Writing my initial comment kind of forced me into a rabbit-hole of reading what people were saying...