Provision Language
6. Acquisition of Materials and Services
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6.2 Capacity Limitations. In the event AstraZeneca’s ability to fulfill its obligations under this Agreement is impeded by a competing agreement entered into by or on behalf of the Commission, AstraZeneca shall promptly inform the Commission. While AstraZeneca shall continue to use Best Reasonable Efforts to engage with its own contract manufacturers and suppliers to utilize the capacity and/or components, the Commission will assist in finding a mutually acceptable solution for this Agreement and the competing agreement. To the extent AstraZeneca’s performance under this Agreement is impeded by any such competing agreements, AstraZeneca shall not be deemed in breach of this Agreement as a result of any such delay due to the aforementioned competing agreement(s).
8. Delivery, Allocation, Distribution & Storage
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8.2 Suspension of Payments. In case of non–delivery or late delivery past the firm delivery date, the obligation of payment will be suspended. The obligation of payment will resume once the delivery has been completed. In that case, the Commission and/or Participating Member State will notify AstraZeneca in writing of such late payment and the reason therefor.
8.3 Allocation
(a) No later than thirty (30) working days following the Effective Date, the Commission shall deliver to AstraZeneca a final and binding written allocation of Initial Europe Doses between the Participating Member States (the “Binding Allocation”), which Initial Europe Doses must equal 300 million. The number of Initial Europe Doses set forth in the Binding Allocation shall be the total number of Initial Europe Doses that each Participating Member State is required to purchase pursuant to this Agreement.
(b) In the event that the Commission does not provide a Binding Allocation within the thirty (30) working day period or the number of Doses set forth in the Binding Allocation does not equal 300 million, then, unless otherwise agreed in writing by the Commission and AstraZeneca, the binding allocation of the Initial Europe Doses shall be made on a pro–rata basis to reflect the respective populations of each of the Participating Member States utilizing the population estimate as of 10 July 2020 reported by the statistical office of the European Union, Eurostat. In the event there is an excess of supply of the Initial Europe Doses and Optional Doses, the Participating Member States shall keep their shared rights in the Initial Europe Doses, and shall determine their best use of such excess doses, reserving the possibility to donate them to lower or middle income countries or public institutions and to donate or resell, at no profit, such other European countries that agree to be bound by the terms and conditions of this Agreement applicable to a Participating Member State.
(c) The Participating Member States may also resell at no profit, Initial Europe Doses and/or Optional Doses to European countries that are not Member States if such other European countries agree to be bound by the terms and conditions of this Agreement applicable to a Participating Member State. Should such resale take place, the Participating Member States concerned shall reimburse the Commission the part corresponding to the Initial Funding in accordance with Sections 7.2 and 7.4(a).