@noemon, @B0ycey, "best effort" clauses are common in high-risk business. I have worked on dozens of contracts with best effort clauses in the space industry.
In this case, the best effort clause means that AstraZeneca will make its best effort to develop and produce the vaccine and get it approved. If it fails, like GSK/Sanofi, it's no longer bound by the terms of the contract. If it succeeds, as AstraZeneca, it has to deliver as per contract.
What the "best effort" clause does not mean is that AstraZeneca has to make its best efforts for the UK and its worst effort for the EU. That is not what it means!
It also does not mean that the EU's agreement with AstraZeneca is in any way limited by agreements AZ may have with other parties such as the UK. There is nothing in the contract giving priority to the UK. The contract specifically mentions four AZ production facilities, two in the EU and two in the UK, from which the vaccine can be supplied.
AstraZeneca is in breach of contract if it does not supply 80 million doses to the EU by March 2021.
All of this is crystal clear and unambiguous. There is no way AstraZeneca can wiggle its way out of this one.
The Commissioner made that quite clear:
Remarks by Commissioner Stella Kyriakides on vaccinesGood afternoon, ladies and gentlemen.
I last communicated with you on Monday to express our serious concerns regarding the intention of AstraZeneca to supply considerably fewer doses in the coming weeks than agreed and announced.
Since then, we have been making all efforts to resolve the situation.
We convened a third meeting of the Steering Board on Monday night, which resulted again in insufficient explanations from the company, and deep dissatisfaction among the Member States.
Let me be crystal clear: the 27 European Union Member States are united that AstraZeneca needs to deliver on its commitments in our agreement.
We are in a pandemic. We lose people every day.
These are not numbers. They are not statistics. These are persons, with families, with friends and colleagues that are all affected as well.
Pharmaceutical companies, vaccine developers, have moral, societal and contractual responsibilities, which they need to uphold.
The view that the company is not obliged to deliver because we signed a ‘best effort' agreement is neither correct nor is it acceptable.
We signed an Advance Purchase Agreement for a product which at the time did not exist, and which still today is not yet authorised. And we signed it precisely to ensure that the company builds the manufacturing capacity to produce the vaccine early, so that they can deliver a certain volume of doses the day that it is authorised.
The logic of these agreements was as valid then as it is now: we provide a de-risking investment up front, in order to get a binding commitment from the company to pre-produce, even before it gets authorisation.
Not being able to ensure manufacturing capacity is against the letter and the spirit of our agreement.
We reject the logic of first come, first served. That may work at the neighbourhood butchers, but not in contracts. And not in our Advance Purchase Agreements.
There's no priority clause in the Advance Purchase Agreement.
And there's also no hierarchy of the four production plants named in the Advance Purchase Agreement. Two are located in the EU and two are located in UK.
We intend to defend the integrity of our investments and the taxpayers' money that has been invested.
We remain always open to engage with the company to resolve any outstanding issues in the spirit of true collaboration and responsibility.
That was always the spirit of our engagement with vaccine manufacturers since last spring.
This evening, at 18:30, the Steering Board will convene again.
I call on AstraZeneca to engage fully, to rebuild trust, to provide complete information and to live up to its contractual, societal and moral obligations.