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I negotiate contracts for a living. I look carefully at obligations, rights, limitations of liability, termination clauses and penalties. Have been very curious about AstraZeneca Contract. Well it is out now, and had the following observations. #AstraZeneca #euvaccine 1/
Straight off the EU argument is dealt a serious blow. In the preamble it clearly says that AZ has to act under “best reasonable efforts.” T’is a defined term, but def’n does not help EU. It further lays on AZ’s case - that this was done as a non-profit venture. 2/
Worth noting that AZ is not a specialist in vaccines. It stepped forward to help, at no profit. It validated and trialed the Oxford research at a speed that put other vaccine producers to shame. Now EU - who was late in its support - is trying to shame it. 3/
Definition of Best Reasonable Efforts. Courts in England and Wales have concepts of Best Efforts and Reasonable Efforts. This seems to have been compromise. Critically, AZ only needs to put comparable effort to other similar companies. 4/
Looking at similars, not many large pharma cos are producing CoVid vaccines, let alone without glitches. Pfizer and Moderna both have glitches. There are a slew of others who are not even producing. And AZ is not a known vaccine producer. Case seems pretty clear. 5/
This is the definition of Cost of Goods. And there are a lot of other redactions. 6/
A clause to make Brexiteers fume. The UK is determined to be in the EU. 7/
The EU’s funding is not for the R&D, but purely for the manufacture and supply. So the moral argument put forward by some EU officials does not apply to the AZ case. 8/
The EU can terminate for material incurable breach. So why does the EU not take this up? Because if it does, it does not have great recourse - see below. And that is really the nub of it. 9/
So the EU can seek to claim damages for breach of contract. But AZ’s liability is limited in the contract. The amount is redacted - but is likely to be what the EU paid it at a maximum. That is AZ’s worst position, here. 10/
There is no mention of the manufacturing sites - as claimed in briefings. Reports stated that the UK sites were named to be the primary sites, with the Belgium and Netherlands sites being secondary. No such mention. 11/
In conclusion, the contract does not help the EU. No wonder they are looking to have the fight in the court of public opinion and not in a court of law. 12/12
