American multinational pharmaceutical and biotechnology behemoth Pfizer Inc. has been at the vanguard of fighting the coronavirus outbreak. It has developed an mRNA based vaccine that is clinically proven to be effective against preventing the complications arising out of COVID-19.
As a result, countries across the world have shown eager interest in procuring the vaccine produced by the company. The company, on the other hand, has been extremely finicky in protecting the details of its international COVID-19 agreements.
However, recently, a Twitter user who goes by handle @eh_den chanced upon the contract that Pfizer Inc. reportedly gotten into with Albania. The user said the content of the contract largely remained the same and minor adjustments are made as per the purchasing countries. The user attributed the source to Gogo.al.
In a string of tweets, the user shared screenshots of the confidential agreement, which in turn revealed the damning details that Pfizer was trying so hard to protect and keep under wraps. The details of the secret agreement between Albania and Pfizer was also covered in a report published in the Albanian Daily News and by the Transparency International. The Twitter thread was also quoted by a dutch member of the house of Representatives as well.
Kanchan Gupta, senior adviser to the Ministry of I&B, Government of India, has quoted the thread too.
As per the documents shared, the agreement not only covered manufacturing of vaccines for COVID-19 and its mutations, but also for “any device, technology, or product used in the administration of or to enhance the use or effect of, such vaccine”.
The agreement also had a clause that did not allow countries to terminate the contract with Pfizer if any other drug is found to be effective in the treatment of COVID-19. The Twitter user wondered this clause could have been one of the reasons why countries started pulling the rug out on Ivermectin even though statistics showed the drug was fairly effective in treating COVID-19 related complications.
Protection against late deliveries of vaccines, purchaser has no right to cancel the order or levy late penalties
Pfizer also sought protection against failure to deliver doses in accordance with the agreed-upon delivery dates. Additionally, the agreement stated that in case the company got delayed in providing vaccine doses, the purchasing country will have no right to cancel orders for any quantities of the product.
“Pfizer shall decide on necessary adjustments to the number of Contracted Doses and Delivery Schedule due to the Purchaser … based on principles to be determined by Pfizer … Purchaser shall be deemed to agree to any revision,” the contract agreement shared by the Twitter user read.
Under no circumstances whatsoever, the agreement said, the purchaser, cannot return the product. It also said that Pfizer won’t be liable to any kind of penalties for late deliveries.
Protection from adverse effects of vaccines in the long run; Payments to Pfizer cannot be withold
The agreement states that the government of Albania paid about $12 per dose for procuring 250,000 units of Pfizer vaccine. This price is significantly lower as compared to the $19.5 per dose that Pfizer charged in the United States.
Regarding payments, the contract mentions that the purchaser has no right to withhold, offset, recoup, or debit any amount owed to Pfizer, whether under this agreement or otherwise, against any other amount owed to it by Pfizer or a Pfizer Affiliate.
The purchaser could not reject the product based on service complaints unless a Product does not materially conform to Specifications or cGMP, the agreement said.
The agreement also included a provision that provided exemption to Pfizer from any local laws.
Pfizer also tried to wash its hands off the adverse effects of the vaccine, in the long run, stating that the purchaser acknowledges that the long-term effects and efficacy of the vaccine are currently unknown and that there may be side effects that are currently not known.
Concerning the termination clause, the buyer almost has nothing that can be considered as contract breached while Pfizer can easily end the contract if they don’t get the money or if they deem so.
Indemnity clause through which Pfizer seeks absolute protection
Then there was the indemnity clause that obligated the purchaser to indemnify, hold and defend Pfizer from any suits, claims, actions, demands, losses, damages, liabilities, settlements, penalties, fines, costs and expenses.
One of the provisions within the indemnity clause said the state would defend Pfizer. “(Pfizer) shall notify Purchaser of Losses for which it is seeking indemnification… Upon such notification, Purchaser shall promptly assume conduct and control of the defence of such Indemnified Claims on behalf of (Pfizer),” it said.
However, it added that Pfizer will retain the control of the defence and the purchaser shall pay for losses, including without limitations, the reasonable attorney’s fees and other expenses incurred.
In its contract, Pfizer has ensured that the purchasing country is made to pay for everything as far as indemnification is concerned. “Costs and expenses, including… fees and disbursements of counsel, incurred by the Indemnitee(s) in connection with any Indemnified Claim shall be reimbursed every quarter by Purchaser,” it said.
Purchaser must grant protection to Pfizer from liability for claims and all losses
Furthermore, the contract said there was no limit to the liability of the country in case “the indemnity given by it under Section 8 (Indemnification)” or if the Purchaser failed to pay Pfizer”.
Additionally, the contract makes it incumbent upon the purchaser to waive any immunity and give up any law that might cap the obligation to pay damages to Pfizer.
With respect to the condition to supply the vaccine, the agreement says the purchaser must grant protection to Pfizer from liability for claims and all losses. It must also implement it via statutory or regulatory requirements, and the sufficiency of such efforts shall be in Pfizer’s sole discretion.
Purchasing country to hold contractual information as it maintains its own confiential and proprietary information
The confidentiality part of the agreement said each recipient shall have to safeguard the confidentiality and proprietary nature of the information with at least the same degree of care as it holds its own confidential or proprietary information. The confidentiality clause asked Albania to keep the agreement confidential for 10 years. But for Israel, it was reportedly 30 years.
The agreement was thorough in all respects. For instance, in case any arbitration cropped up, the provision in the contract mandated that the arbitration be done in New York, according to the Rules of Arbitration of the International Chamber of Commerce, governed by the laws of the State of New York, USA.
Through this confidential agreement, the Albanian government has signed with Pfizer the purchase of 499,590 doses for about $6 million. Under the contract, the Albanian government will pay USD 2,997,540 in advance within 30 days of receiving the invoice, reports said. About 10,530 doses will arrive in January, 30,420 doses in February, and the remaining 458,640 will arrive in autumn and winter.
OpIndia cannot vouch for the authenticity of the document.