Separately, Steere said Pfizer wants to gain total control of the arthritis drug Celebrex, which it markets jointly with Monsanto Co's Searle pharmaceutical unit. He said Pfizer is interested in acquiring Searle itself if it becomes available, as one way of obtaining Celebrex. However, he said, Pfizer has no interest in buying all of Monsanto.

Pfizer's bid for Warner-Lambert now hinges on reversing antitakeover provisions in the friendly, $67.3 billion merger deal between Warner-Lambert and American Home Products Corp. Those provisions would force Pfizer to pay as much as $2 billion in a breakup fee, should its hostile bid prevail, and would prevent Pfizer from using more-favorable pooling-of-interest accounting treatment for the takeover. Last week, Pfizer sued to remove those provisions.

But now, the company is considering whether to make its offer for Warner-Lambert unconditional, according to Steere and Pfizer president Henry McKinnell. "We are a long way from making that decision, but that is certainly part of the equation we are deliberating," Steere, 63 years old, said in an interview.

Wall Street hasn't known exactly what to make of Pfizer's conditional bid, which was announced Thursday. "What we're hearing is that the skepticism results from the fact that we made this offer conditional," said McKinnell, who is 56. "If we lift those conditions, everybody would say it's a real offer." He added, however, that doing this would be "very painful" because it would force Pfizer into less-desirable, purchase-accounting treatment that would reduce reported earnings per share.

There are two ways for Pfizer to proceed on a hostile basis. One way is to take advantage of Warner-Lambert's weak takeover defenses by launching a proxy fight to oust the board. The other is an offer to shareholders in the form of an exchange offer of Pfizer shares. "The simplest way would be to launch the exchange offer," McKinnell said. Steere said Pfizer has been talking to Monsanto about expanding its interest in Celebrex, which is well on its way to becoming a blockbuster since being launched early this year. Celebrex is on track for sales of about $1.4 billion this year.

"If there is any way we could be 100 per cent owners of Celebrex, that is pretty appealing," Steere said. One way to achieve that would be by gobbling up Searle. "If Searle was available, we would certainly look at it," Steere said. "But we are not looking at Monsanto."

A Monsanto spokeswoman declined to comment on Steere's remarks. As reported Tuesday in The Wall Street Journal, Monsanto has been in early-stage talks with several companies, including Pfizer, about a full or partial sale of the company. The article said that Novartis AG has emerged as a serious suitor. Bankers say Searle alone could be worth $25 billion to $27 billion - much of the value of the entire Monsanto.

Wall Street moved in Pfizer's favor Tuesday, widening the gap between the two deals. At the 4 p.m. closing of New York Stock Exchange trading Tuesday, shares of Warner-Lambert had jumped to $90.375, up $2.50, while Pfizer's stock climbed to $35, up 12.5 cents. Meanwhile, American Home slipped to $52.875, down $1.25. Steere also responded to statements by Warner-Lambert Chairman Lodewijk JR de Vink, that Steere was vague in his overtures to him before Warner-Lambert and American Home announced their merger pact. Steere said he was prohibited from making a specific offer, or naming a price, by a so-called standstill agreement in a pact between Pfizer and Warner-Lambert to jointly market the cholesterol-reducing drug Lipitor.

"I didn't make an offer. We couldn't make an offer unless they lifted the standstill agreement," Steere said. He added that de Vink refused to let Pfizer out of the standstill agreement so it could make a firm offer for Warner-Lambert. Pfizer argues that the standstill agreement was effectively lifted once Warner-Lambert signed its pact with American Home.

Steere said that during his conversations with de Vink on October 27 and 28, the Warner-Lambert chairman left the impression that he wasn't about to do a deal with anyone else. Steere said he was very surprised to learn a week ago today that a Warner-Lambert/American Home deal was almost done.

Steere is a director of Dow Jones & Co, publisher of The Wall Street Journal and Interactive Journal.

Tuesday, de Vink sent a letter to Pfizer board members saying Pfizer's hostile bid and its lawsuit "Do not comport with the way we believe partners should treat one another."

The Pfizer executives said the company has been interested in acquiring Warner-Lambert since its Lipitor co-marketing pact began in 1996, but it knew its then-chairman Melvin Goodes wasn't interested - and, besides, the standstill agreement made it difficult.

When de Vink took over as chairman in May and was quoted as remarking "Never say never" about a merger, Pfizer officials figured he wasn't serious: Warner-Lambert was doing so well on its own. "We thought he was just joking with a reporter," said McKinnell. "We didn't realize how much depth there was to it, until it was very late." Indeed, Steere's initial overture to de Vink came more than five months later, in an October 25 letter. Steere has long pooh-poohed most big drug mergers as being driven by weakness.

But, he said, this one is different: Both Pfizer and Warner-Lambert are strong industry participants. Nonetheless, he acknowledged, Pfizer has "certainly had some disappointments" recently.

Among other things, federal regulators in June severely restricted use of the company's antibiotic Trovan after it was linked to several deaths from liver failure. But Steere insisted that its setbacks had little to do with its hostile bid and that several of its products are selling briskly. He described Pfizer's new-drug pipeline as "very substantial" and said it is more promising than the pipeline at American Home