COLLABORATION MODEL
SCORING AND RECOMMENDATIONS

	Scoring	Weight	How to ensure Success and Mitigate Risk
Strategic	Shared objectives		Establish a mutually beneficial arrangement consisting of a well-articulated future business relationship between multiple partners through the creation of a separate jointly owned entity for a common business purpose, and by generating intellectual property, collaborating to share risk, and developing and exploiting new products and services
	Clearly defined collaboration scope		Identify scope of consortium’s new business as regards covered products, services and geographical scope, contributions to be made by each partner, and potential restrictions on the future activities of the consortium and its partners
	Freedom to operate		Delineate carefully the collaboration scope, the Background to be licensed or assigned to the consortium, commercialization rights of the consortium and its partners, and the remaining freedom to develop and operate for each of the partners
	Risk sharing		Contribute valuable complementary resources, fund the development of the consortium and co-create new and innovative products and services within the consortium
	Worst Case planning		Plan properly for creating and managing the consortium, including admission and exit criteria and arrangements for partners, governance and issue escalation mechanisms, while ensuring continuity and transition of the consortium’s business in the event of exit of one or more partners or the liquidation of the consortium
	Senior Executive Support		Ensure heavy involvement and support of senior management of all partners to ensure a proper establishment and running of the consortium, covering strategy, business, legal, finance, technology, risk and governance aspects
Business	Business Value proposition		Jointly create new and innovative solutions which cannot be fully developed by one or two partners but require the involvement of multiple partners, through a separate legal entity
	Due diligence		Make reference calls for purposes of assessing a partner’s strategy and management style, potential history in establishing and running consortia, and perform detailed diligence on the IP chain of title of Background to be contributed by the consortium partners
	Optimal legal/ business structure		Create a jointly owned legal entity with appropriate funding, governance and dispute resolution mechanisms, as well as detailed agreements relating to the admission and exit of partners, Background contribution, Foreground development and commercialization agreements
	Partnering metrics		Establish Background acceptability criteria (geared to the co-creation output) and Foreground development milestones and obligations for the joint venture and/or its partners as key partnering metrics in any consortium arrangement
	Rewards/ penalties		Introduce fair and balanced rewards and penalties at various levels, including valuation reduction mechanisms in the event of Background related IP or usability issues, Foreground development milestones and their achievement, exclusion arrangements in relation to non-qualifying or defaulting partners, and deadlock resolution mechanisms
Operational	Decision-making processes		Create separate and carefully designed strategic and management bodies within a separate legal entity, with appropriate qualified decision-making, issue escalation and dispute resolution mechanisms
	Communication		Clearly communicate progress and potential consortium developments and issues on a regular basis, with such communication aligned to the contractual and company law collaboration obligations of the partners
	Quality checkpoints and review		Ensure stability of the consortia and its partners and the successful development of new products and services, i.a. by requiring clear Foreground development milestones, admission and exit criteria, and governance arrangements
	Change management		Adopt flexible change management procedures at the development level, with mechanisms to escalate to Board level in the event of material changes to development and commercialization arrangements
	Issue Escalation Mechanisms		Adopt adapted issue escalation mechanisms to deal with unresolved issues, such as cooling-off procedures, use of independent experts, dispute resolution and partner exit arrangements, taking into account the inherent complexity of a consortium
Cultural	Collaborative mindset		Generate new intellectual property, collaborate to share risk, and develop and exploit new products and services as key components to foster a collaborative mindset in a one-on-many consortium arrangement
	Dedicated alliance managers		Ensure Single Point of Contact relationship management at various levels, covering strategy, business, legal, finance, technology, risk and governance aspects, to promote successful development and operation of the consortium
	Joint decision-making processes		Design well thought through decision-making processes to ensure success in one-to-many consortium, covering admission and exit criteria for the partners, qualified decision-making mechanisms and dispute resolution arrangements
	Appropriate incentives		Oblige any exiting party to agree to continued Background usage rights for the consortium and commercialization partners, functioning as inherent collaboration incentive