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TABLE OF CONTENTS All Guidebooks are written specifically for the portfolio(s) being managed and the unique aspects of the alliance management team and the company culture within which the team operates. I. Introduction and Definition of Terms Describes the scope of the Guidebook and how to use it, in addition to providing definitions of key concepts and terminology II. III. IV. Management at <Company> Explains how alliance management is organized, how it relates to global affiliates if applicable, the resources it offers to the Company, as well as the vision and mission for the alliance management group Roles for the alliance manager, executive sponsor, governance committee, leadership team, and alliance team members Describes the different roles relative to alliances, the interfaces with other functions, success factors for strategic alliance managers and how the alliance manager s job differs from other cross-functional roles, such as project management Management Leadership and Performance Expectations Defines the leadership posture and activities of alliance mangers and outlines the nature of results alliance managers are expected to produce V. Key Responsibilities of Strategic Managers Throughout the Lifecycle a. The Lifecycle b. The Start-up Process c. The Role of Culture in s d. Designing, Implementing, and Managing Governance e. Managing Operations and the Contract f. Communications g. Planning h. Managing Risk and Problem Solving i. Financial Management and Effectiveness j. Winddown and Transition Outlines key activities, processes and procedures throughout the alliance lifecycle. Includes advice and techniques to guide alliance managers thinking and decision making Appendices Contains tools, checklists, process maps, job descriptions, as appropriate Page 2
Section I Introduction (Includes Definition of Relevant Terms for the Practice of the Company for whom with Guidebook is Written) The Management Guidebook provides resources and basic learning for anyone with responsibility for an alliance. It highlights the essential requirements of the job and offers many decision-making and communication tools that alliance managers can adapt to their specific circumstances. s also pose new risks. In an alliance, organizational, entity, cultural and national boundaries are being merged, crossed and redefined in pursuit of a common objective a shared strategic intent. This poses risks that include improper disclosure and knowledge transfer, diverging strategic interests that render investments less valuable, alliances with competitors and loss of full control over decision making and profits. Managing across boundaries is far more complex than managing within one s own enterprise. management is the discipline that addresses these challenges, reducing risk causing complexity and taking affirmative action to realize intended value. This Guidebook details the Company s alliance management process, as well as the philosophy behind it. management is both art and science. There are proven policies, processes and tools that certified alliance managers apply to produce results. management is a specialized discipline, requiring sophisticated abilities, so despite the advancement in the science, a savvy professional is often the best tool. Applicability of the Operations Guide, partner, collaboration these are all words that mean different things to different people. Sometimes they are used interchangeably. Most alliances are governed by an agreement or contract and all parties share in the ultimate risk and reward of the relationship. Work and decision making are often shared, although in many different permutations, and each party commits resources to the alliance. Other parties in the relationship are referred to as alliance partner or partner; however, that does not imply that a partnership in which each party holds an equity interest has been created. Sometimes the relationship is referred to as a collaboration and the agreement is called a Collaboration Agreement. Collaborating is a strategic and purposeful human behavior in which activities are coordinated, information is communicated and resources are leveraged. An environment of trust and transparency is required for this behavior to occur. Collaboration is the behavior that leads to alliances achieving their objectives. The Guidebook s primary intended application is ; however, the processes, principles and tools detailed in this Guidebook can be adapted and applied to any inter-entity collaborative relationship and thus, is a resource for all of the Company s collaborative relationships. Within an alliance, there are two major components: the work of the alliance and the collaboration. The work of the alliance is the domain of the relevant line functions. The work of the collaboration is the domain of alliance management professionals and is the focus of the Guidebook. Page 3
Section III Roles within Strategic s Roles and Responsibilities within Strategic s A characteristic of high-performing alliances is that they think of themselves as an entity, Inc., not two or more companies working together. This is an important distinction that has significant implications for everyone working on the alliance. If one is thinking of the alliance as an entity, then decisions are made to enhance the likelihood that the objectives of the collaborative strategy are realized. This is often referred to as doing what is best for the alliance. If the view is that the alliance is simply companies working together, then parochial interests often get in the way of good decisions for the alliance. Just as within a true entity, there are multiple roles that may be filled, including: manager team member Governance committee member leadership team member Executive sponsor In addition, every alliance operates in two spheres of work. First, there is the work of the alliance which is the work that is done to develop and commercialize any drug. In parallel, there is the work of the collaboration, bridging the partnering organizations and uniting independent functions within each partner to ensure activities are coordinated, information flows, decisions are made, and resources are leveraged to achieve the goals of the alliance more efficiently and effectively than could be achieved by each partner acting alone. The specific roles are depicted in the table below (Figure 3, Roles): Role Manager Summary Description of Role Serves as the primary point of contact with the alliance partner and shares responsibility with the alliance leadership team for achieving the strategic and financial objectives of an alliance primarily through: Designing, implementing and managing alliance governance Communicating the Company s views to the partner, understanding the partner s interests and the implications of them on the alliance Developing internal consensus on interests, managing stakeholders to speak with one voice to the partner Proactively identifying and managing potential risks posed by the alliance, including developing contingency planning, as well as opportunities for realizing and increasing value Managing the collaboration agreement, including milestones and commitments Planning and managing the operational aspects of the alliance, including coordinating the leadership team, ensuring alliance effectiveness, appropriate communications, coordination of activities, anticipating issues, facilitating conflict resolution, managing escalation, solving business problems, negotiating with the partner on ongoing agreements, winding down Establishing performance standards, scorecards and data gathering required to evaluate and manage the performance of an alliance Page 4
Role Team Member Governance Committee Member Summary Description of Role Works directly with the Company and partner colleagues in the work of the alliance, such as development, manufacturing or commercializing a product. Key responsibilities include: Having a general understanding of the purpose and limits of the contract Working collaboratively with the partner Being knowledgeable about the Company s position on issues that impact them and their function or region Monitoring project budget and forecasts relative to the Plan as applicable to team member s function Represents the alliance and the Company on a joint committee responsible for working with the partner on: Setting alliance strategy and deciding what the alliance will do to achieve that strategy Recommending budgets and forecasts to relevant Company governance committees Approving plans and any subsequent agreements developed by subcommittees Reaching decisions in a timely manner that align with alliance strategy and are in accordance with corporate guidance Reconciling and resolving differences between the partners Providing oversight to keep the alliance on track Representing the alliance in Company governance forums Leadership Team Member Executive Sponsor Governance committee members also have an internal role to work with the alliance manager to ensure that the collaboration among functions and affiliates is effective and efficient. In some instances a governance committee member may appoint a deputy to serve this role, provided that the deputy has sufficient authority to carry it out: Communicating up and down within their function updating functional leadership as required; owning action items for their functions Understanding the implications of alliance decisions on their respective functions Ensuring functional resources are available to achieve alliance objectives Providing cross-functional input to alliance manager and to each other Helping foster alignment within the Company before engaging partner Business and strategic lead of the alliance, usually assumed by a senior executive, responsible with the alliance manager for achieving the strategic and financial objectives of the alliance by: Ensuring alliance has the necessary resources, advocating when needed Endorsing alliance management recommendations for governance committee membership Demonstrating executive support for the alliance to the partner and with other members of the Company s management Advising the alliance manager and/or team on problem solving Generally does not serve on the JSC and may serve as a buffer between the governance committees and CEO in an escalations Page 5
About The Rhythm of Business The Rhythm of Business partners with global companies to build the capability to succeed through collaboration. We provide: Partnering and collaboration strategy that drives business performance Consulting, solutions, and tools that speed implementation and manage complexity while measuring and improving outcomes Learning programs and research that build partnering and alliance management capability and advance the state-of-the-art Cofounders Jan Twombly and Jeff Shuman, PhD have coauthored numerous books, articles, and white papers and speak at a variety of venues around the world on the ongoing transformation of organization structures into collaborative networks. They hold the Certified Strategic Professional (CSAP) designation conferred by the Association of Strategic Professionals (ASAP). Twombly is also a member of the ASAP Board of Directors. Their methodologies inform Shuman s popular MBA courses on Managing Strategic s and Entrepreneurial Thinking at Bentley University, where he is professor of management. The Rhythm of Business, Inc. 313 Washington Street Newton, MA 02458 USA +1 617.965.4777 www.rhythmofbusiness.com @RhythmofBiz Page 6