From the contract pdf
WHEREAS, to combat the current COVID-19 global pandemic (the "COVID Pandemic"), AstraZeneca has partnered with Oxford University to rapidly clinically evaluate and scale-up global manufacturing of the Vaccine.
WHEREAS, AstraZeneca has accelerated its manufacturing scale-up concurrently with its conduct of global clinical trials to ensure the broadest possible availability of the Vaccine, as quickly as possible.
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 XXXXX (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.
WHEREAS, each Participating Member State must execute and deliver an Order Form in the form of Exhibit A (an "Order Form") with the information relevant to such member state filled in.
Best reasonable efforts means:
(a) in the case of AstraZeneca, the activities and degree of effort that a company of similar size with a similarly-sized infrastructure and similar resources as AstraZeneca would undertake or use in the development and manufacture of a Vaccine at the relevant stage of development or commercialization having regard to the urgent need for a Vaccine to end a global pandemic which is resulting in serious public health issues, restrictions on personal freedoms and economic impact, across the world but taking into account efficacy and safety; and
(b) in the case of the Commission and the Participating Member States, the activities and degree of effort that governments would undertake or use in supporting their contractor in the development of the Vaccine having regard to the urgent need for a Vaccine to end a global pandemic which is resulting in serious public health issues, restrictions on personal freedoms and economic impact, across the world.
Order form:
(a) Attached as Exhibit A to this Agreement is an Order Form which has been negotiated on behalf of the Member States by the Commission. In order to maintain the right to purchases Doses of Vaccine as contemplated by this Agreement, an EU Member State must execute and deliver an Order Form in the form of Exhibit A with the information relevant to such member state filled in.
(b) The Parties acknowledge and agree that the Order Form is an essential and important part of this Agreement and AstraZeneca has entered into this Agreement in reliance on Member States executing such Order Forms as contemplated hereby. Such Order Forms have to be entered into by each of the Participating Member States within 10 working days following the delivery by the Commission of the Binding Allocation according to Section 8.3 (a). If an EU Member State does not execute and deliver an Order Form within such deadline, such Member State shall not be eligible to receive any portion of the Initial Europe Doses, the Optional Doses and the Additional Doses under this Agreement and shall not be entitled to any benefit of this Agreement.
Manufacturing and supply
AstraZeneca shall use its Best Reasonable Efforts to manufacture the Initial Europe Doses within the EU for distribution, and to deliver to
the Distribution Hubs, following EU market authorization, as set forth more Section 7.1, Approximately XXXXX, and (iii) the remainder of the Initial Europe Doses by the end of XXXXX
XXXXX = Blacked out.
If the EU is relying on the "best reasonable efforts", then legally it's one of those funny, actually stupid to you and me clauses. It clearly says AZ should use it's best reasonable efforts bearing in mind this is a global pandemic and considering the size of AZ should be able to manage it, AND it says that best reasonable efforts should be made to make the initial doses within the EU for distribution.
Best efforts in legal terms is actually very strong. It's effectively, you need to do everything you can possible do without bankrupting yourselves or causing long term financial difficulty to comply.
Best reasonable efforts however is rather less strong, and this means .. "substantial efforts be exerted in the process, but that a party would not ultimately be required to take any actions that would be commercially unreason- able under the circumstances."
The question is, what did AZ sign with the UK. If it's "best efforts", then AZ screwed themselves because any significant delay in production would mean they would not be unable to fulfill the other contract AND they should have made the EU aware that the UK contract took priority. If that's not the case and they are equal language then really AZ should have stockpilled supply for the EU (until it was authorised) whilst it was supplying the UK or reduced shipments to the UK to ensure it could fulfill enough of the EU contract as well.
But 13.1 e says:
it is not under any obligation, contractual or otherwise, to any person or third party in respect of the intitial 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 fufilment of it's obligtations under this agreement
Which really voids my comment above, as this clearly states they have no contract that conflicts with this EU contract.
As others have said, really though this should be above legal language. Europe as a landmass should be working together as it's in everyones interest to get vaccines. It should not be a UK vs EU thing, but it could well be the case that AZ didn't help themselves with the contracts.
EU backed down before the export control started at midnight.