Sanofi's labs are loosely organized and allow ideas to bubble up organically from bench scientists, Mr. Webster said.

After the French drug maker Aventis agreed over the weekend to accept a sweetened takeover offer from its national rival, Sanofi-Synthélabo, the clear winner in the strange and bitter battle is, oddly, the Swiss drug maker Novartis.

Yes, Daniel Vasella, the chairman and chief executive of Novartis, looked a little silly offering to bid for Aventis just as the management of Aventis was secretly cozying up to its former enemy. But the outlines of the Sanofi-Aventis merger led some analysts to think that Dr. Vasella had just avoided disaster. Indeed, the American depository receipts of Novartis rose 5 percent yesterday on news that Dr. Vasella had been left alone at the dance still clutching a corsage.

The reason for the concern among these analysts can be found deep in the announcement that both Aventis and Sanofi released yesterday. Under ''Main Terms of the Agreement,'' the companies agreed that the new management would be drawn equally from each company.

Eight members of the Aventis board and eight members of Sanofi's board will make up the new board, with Sanofi's chairman and chief executive, Jean-François Dehecq, running the combined company and casting the crucial 17th vote. Four management committees will have an equal number of members from each company, with two panels led by someone from Aventis and two by someone from Sanofi.


''Yes, it's a merger of equals,'' said Dr. Joelle Sissman, a Sanofi spokeswoman.

Many times over the last 20 years, pharmaceutical executives have announced ''mergers of equals'' that were supposed to create new drug powerhouses. The most recent were the chiefs of GlaxoWellcome and SmithKline Beecham, who announced in 2000 that their combination would create a drug-discovery ''king.''

Instead, GlaxoSmithKline's labs went through a three-year period of upheaval and chaos that is only now beginning to sort itself out. Productivity in the research labs plummeted, according to numerous prominent scientists who left the company. The cause of this turmoil has been attributed to the decision by top executives to divvy up the top jobs in the new company with the precision of two boys splitting a piece of chocolate cake.

Executives jockeyed for position for more than year, leading to enormous uncertainty. Committees were formed to create entirely new standard operating procedures because adopting one company's procedures would have been unfair to half of the company. Former scientists describe months of wrangling over whether clinical forms used the words ''sex'' or ''gender,'' ''white'' or ''Caucasian.''

''Every time there is a merger, all these decisions have to be made anew,'' said one former top GlaxoSmithKline scientist. ''You spend years fighting over nothing.''

The executive team at GlaxoSmithKline split the baby with a surgeon's precision, allowing the research organization's lifeblood to drain out on the operating table.

While Mr. Dehecq may yet avoid such a disaster, the early signs are not encouraging. First, there is the decision to split the company's boards and committees evenly. Second, French government officials have been so deeply involved in the negotiations that it is likely they will push the combined company to continue its Solomonic management process as cuts take place at sites in Germany and France.

Finally, although many researchers at the two companies speak French -- something of a plus -- the cultures of the two organizations could hardly be more different, said David Webster, president of the Webster Consulting Group.

Sanofi's labs are loosely organized and allow ideas to bubble up organically from bench scientists, Mr. Webster said. Aventis's labs, by contrast, are bureaucratic, hierarchical and spread over operations, a result of numerous mergers of equals that paralyzed scientific creativity, he said. Aventis's scientific productivity has been abysmal. If Sanofi were able to throw out Aventis's culture entirely, the future of the Sanofi-Aventis labs could be bright, Mr. Webster said.

''But since it's a merger of equals, I think there's going to be a huge culture clash and my forecast for the outcome isn't very bright,'' he said.


Delicate Balance Needed in Uniting Of Drug Giants
By GARDINER HARRIS
Published: April 27, 2004