After apparently exhausting every other means of obtaining access to the drug it needs to enter the drug-eluting stent market as quickly as possible, Guidant's decision to acquire Cook Group for $3 billion hinges on whether a Federal judge agrees with Guidant's argument that the deal doesn't result in an ownership change of the Cook Group's Cook Inc. subsidiary.

Unlike other major companies, Pfizer has successfully counterbalanced the disappointments of its internal R&D with the certainties of other companies' marketable products--first through co-promotions, and later through acquisitions--and its own sales capabilities. But things seem to have changed: by acquiring Pharmacia, Pfizer does as much as it can to assure investors above-average industry growth for the next several years and dilute the impact of the genericization of major products in 2006-7. But the deal also may limit Pfizer's ability to access new late-stage compounds, and thereby hedge the risk that its own pipeline won't produce, as potential licensers evaluate the implications of hooking up with a company which has gobbled up its two most important partners. Instead, Pfizer must depend on M&A to counterbalance risk of R&D failure-but given stronger anti-trust concerns and Pfizer's own breadth of R&D and product line, its acquisition choices will be limited. Nonetheless, with its near-term growth problems settled, Pfizer has created for itself important breathing room unavailable to most of its competitors--and thus greater ability to take advantage of new opportunities that develop.

Analysts generally expressed the view that Pfizer and Serono will both benefit from their agreement to co-promote the multiple sclerosis drug, Rebif. But some question whether the sales and marketing boost Pfizer will give the specialty drug justifies its $200 million upfront payment, or, for that matter, the estimated 35%-40% commission on sales that Serono will be required to pay Pfizer.