Contrary to the conventional wisdom, this study demonstrates that technological laggards and not industry front-runners are most likely to experience high rates of technological advancement in strategic alliances. We further suggest that imitation and not innovation is the primary source of such advancement based on the fact that technological progress by laggards is most visible in industries that lack strong appropriability regimes. Finally, we present empirical evidence suggesting that lagging established corporations prefer to imitate from startups and not from fellow-incumbents. These results are derived from a careful analysis of a longitudinal sample of over 150 incumbents with varying degree of technological prowess who engage in partnerships with both startups and fellow-incumbents across a wide representation of industries. Our paper contributes to technological innovation, strategic alliance, entrepreneurship, and imitation literatures and provides non-trivial implications for startups.