**Exhibit 10.1****EMPLOYMENT AGREEMENT**          **EMPLOYMENT AGREEMENT**(this “Agreement”), dated as of November 10, 2006, by and between **PARPHARMACEUTICAL COMPANIES, INC.,**and **PAR PHARMACEUTICAL, INC**., each a Delaware corporation(collectively, “Par” or “Employer”), and **PATRICK LePORE**(“Executive”).**RECITALS**     A. WHEREAS, Employer wishes to employ Executive in the capacity of President and ChiefExecutive Officer of Par Pharmaceutical Companies, Inc., and as President and Chief ExecutiveOfficer of Par Pharmaceutical, Inc., and Executive desires to provide services in these capacities;and     B. WHEREAS, Employer and Executive desire to formalize the terms and conditions of Executive’semployment with Employer.          In consideration of the mutual promises herein contained, the parties hereto hereby agree asfollows:**OPERATIVE PROVISIONS**     1. Employment.          1.1 General. Par hereby employs Executive effective September 27, 2006 (the“Effective Date”), in the capacity of Chief Executive Officer and President of Par, at thecompensation rate and benefits set forth in Section 2 hereof, for the Employment Term (as definedin Section 3.1 hereof). Executive hereby accepts such employment, subject to the terms andconditions herein contained. In all such capacities, Executive shall perform and carry out suchduties and responsibilities as may be assigned to him from time to time by the Board of Directors(the “Board”) reasonably consistent with Executive’s position and this Agreement, and shall reportto the Board.          1.2 Time Devoted to Position. Executive, during the Employment Term, shall devotesubstantially all of his business time, attention and skills to the business and affairs ofEmployer.          1.3 Certifications. Whenever the Chief Executive Officer and/or Chief FinancialOfficer of Employer are required by law, rule or regulation, or requested by any governmentalauthority or by Par’s auditors, to provide certifications with respect to Par’s financialstatements or filings with the Securities and Exchange Commission or any other governmentalauthority, Executive shall sign such certifications as may be reasonably requested by Employer,with such exceptions as Executive deems necessary to make such certifications accurate and notmisleading.
 

 
     2. Compensation and Benefits.          2.1 Salary. At all times Executive is employed hereunder, Employer shall pay toExecutive, and Executive shall accept, as full compensation for any and all services rendered andto be rendered by him during such period to Employer in all capacities, including, but not limitedto, all services that may be rendered by him to any of Employer’s existing subsidiaries, entitiesand organizations hereafter formed, organized or acquired by Employer, directly or indirectly(each, a “Subsidiary” and collectively, the “Subsidiaries”), the following: (i) a base salary atthe annual rate of six hundred and twenty thousand and four hundred dollars ($620,400.00) (the“Base Salary”); (ii) any additional bonus; and (iii) the benefits set forth in Sections 2.2, 2.3,and 2.4 hereof. The Base Salary shall be payable in accordance with the regular payroll practicesof Employer applicable to senior executives, less such deductions as shall be required to bewithheld by applicable law and regulations or otherwise.          2.2 Bonus. Subject to Section 3.3 hereof, Executive may be considered for a bonusduring the Employment Term in such amount (if any) as determined by the Board based on suchperformance criteria as it deems appropriate, including, without limitation, Executive’sperformance and Employer’s earnings, financial condition, rate of return on equity, and compliancewith regulatory requirements. Notwithstanding the preceding, the payment, timing, and amount ofany bonus are solely within the discretion of the Board.          2.3 Equity Awards. Executive shall be entitled to participate in long-term incentiveplans commensurate with his title and position, including, without limitation, restricted stock,stock option, and similar equity plans of Employer as may be offered from time to time. Inconnection herewith, Executive has been granted thirty five thousand (35,000) shares of restrictedstock of Par, and options to purchase one hundred twenty thousand (120,000) shares of common stockof Par, on the terms and conditions set forth in the 2004 Performance Equity Plan, as amended (the“2004 Plan”) and Executive’s Stock Option Agreement and Award Agreement. Notwithstanding the termsof any applicable plan or stock option agreement, in the event that Executive and Employer enterinto another agreement for Executive’s employment after the Employment Term has expired, allrestricted stock and stock options shall vest in their normal course subject to any related termsand conditions set forth in any subsequent agreement between the parties. However, if Executive isseparated from Employer, for any reason whatsoever, prior to the last day of the Employment Term,all restricted stock and options granted to Executive shall be cancelled. If Executive remainsemployed for the entire Employment Term, but Executive and Employer do not enter into a newagreement for employment of Executive upon or prior to expiration of the Employment Term, allrestricted stock shall vest on the day following the expiration of the Employment Term and allstock options shall be cancelled. Except as modified by the terms of this Section 2.3, alllong-term incentive awards and grants pursuant to this paragraph shall be subject to the terms andconditions set forth in the 2004 Plan and the Stock Option and Award Agreements relating to suchoptions and shares.
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          2.4 Executive Benefits.               2.4.1 Expenses. Employer shall promptly reimburse Executive for expenses hereasonably incurs in connection with the performance of his duties (including business travel andentertainment expenses) hereunder, all in accordance with Employer’s policies with respect theretoas in effect from time to time.               2.4.2 Employer Plans. Executive shall be entitled to participate in such employeebenefit and welfare plans and programs as Employer may from time to time generally offer or provideto executive officers of Employer or its Subsidiaries, including, but not limited to, participationin life insurance, health and accident, medical plans and programs, and profit sharing andretirement plans.               2.4.3 Vacation. Executive shall initially be entitled to four (4) weeks of paidvacation per calendar year, pro-rated for any partial year during the Employment Term.               2.4.4 Automobile. Employer shall provide Executive with an automobile cash allowancein the amount of one thousand and fifty dollars ($1,050.00) (gross) per month.               2.4.5 Life Insurance. Employer shall obtain (provided, that Executive qualifies on anon-rated basis) a term life insurance policy, the premiums of which shall be borne by Employer andthe death benefits of which shall be payable to Executive’s estate, or as otherwise directed byExecutive, in the amount of three million dollars ($3,000,000.00) throughout the Employment Term.     3. Employment Term; Termination.          3.1 Employment Term. Executive’s employment hereunder shall commence on the EffectiveDate (as defined in Section 1.1 hereof) and, except as otherwise provided in Section 3.2 hereof,shall continue until the first (1st) anniversary of the Effective Date (the “Employment Term”).Executive’s employment shall terminate on the first (1st) anniversary of the Effective Date (theend of the Employment Term). With the exception of the terms that specifically survive thisagreement (such as the terms set forth in Section 4 hereof), the terms of this Agreement thatoperate to employ Executive shall not be effective after the first (1st) anniversary of theEffective Date, and under no circumstances shall Executive be employed pursuant to any term of thisAgreement beyond the first (1st) anniversary of the Effective Date. Should Employer and Executivemutually agree that Executive will become employed by Employer for another term, a new employmentagreement must be entered into by the parties. Upon termination of the Employment Term pursuant tothis Section 3.1, or pursuant to Sections 3.2.1 through 3.2.6 hereof, inclusive, Executive shall bereleased from any duties hereunder (except as set forth in Section 4 hereof) and the obligations ofEmployer to Executive shall be as set forth in Section 3.3 hereof only.
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          3.2 Events of Termination. The Employment Term shall terminate upon the occurrence ofany one or more of the following events:               3.2.1 Death. In the event of Executive’s death, the Employment Term shall terminateon the date of his death.               3.2.2 Without Cause By Executive. Executive may terminate the Employment Term at anytime during such Employment Term for any reason whatsoever by giving a Notice of Termination toEmployer. The Date of Termination (as defined in Section 3.4.2 herein) pursuant to this Section3.2.2 shall be thirty (30) days after the Notice of Termination is given or such shorter period asEmployer shall determine, in Employer’s sole discretion, provided that Employer shall pay toExecutive that amount of the Base Salary that would have been earned between the 30-day period andsuch shorter period.               3.2.3 Disability. In the event of Executive’s Disability (as hereinafter defined),Employer may, at its option, terminate the Employment Term by giving a Notice of Termination toExecutive. The Notice of Termination shall specify the Date of Termination, which date shall notbe earlier than thirty (30) days after the Notice of Termination is given. For purposes of thisAgreement, “Disability” means disability as defined in any long-term disability insurance policyprovided by Employer and insuring Executive, or, in the absence of any such policy, the inabilityof Executive for one hundred eighty (180) days in any twelve (12) month period to substantiallyperform his duties hereunder as a result of a physical or mental illness, all as determined in goodfaith by the Board.               3.2.4 Cause. Employer may, at its option, terminate the Employment Term for “Cause”based on objective factors determined in good faith by a majority of the Board as set forth in aNotice of Termination to Executive specifying the reasons for termination and the failure ofExecutive to cure same within ten (10) days after Employer shall have given the Notice ofTermination; provided, however, that in the event the Board in good faithdetermines that the underlying reasons giving rise to such determination cannot be cured, then theten (10) day period shall not apply and the Date of Termination shall be the date the Notice ofTermination is given. For purposes of this Agreement, “Cause” shall mean (i) Executive’sconviction of, guilty or no contest plea to, or confession of guilt to, a felony or other crimeinvolving moral turpitude; (ii) an act or omission by Executive in connection with his employmentthat constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, grossnegligence, malfeasance, willful misconduct or other conduct that is materially harmful ordetrimental to Employer; (iii) a material breach by Executive of this Agreement; (iv) continuingfailure to perform such duties as are assigned to Executive by Employer in accordance with thisAgreement, other than a failure resulting from a disability as defined in Section 3.2.3; (v)Executive’s knowingly taking any action on behalf of Employer or any of its Subsidiaries oraffiliates without appropriate authority to take such action; (vi) Executive’s knowingly taking anyaction in conflict of interest with Employer or any of its Subsidiaries or affiliates givenExecutive’s position with Employer; and/or (vii) the commission of an act of personal dishonesty byExecutive in connection with Employer that involves personal profit.
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               3.2.5 Without Cause By Employer. Employer may, at its option, terminate theEmployment Term for any reason or no reason whatsoever (other than for the reasons set forthelsewhere in this Section 3.2) by giving a Notice of Termination to Executive. The Notice ofTermination shall specify the Date of Termination, which date shall not be earlier than thirty (30)days after the Notice of Termination is given or such shorter period as Employer shall determine,in Employer’s sole discretion, provided that Employer shall pay to Executive that amount of theBase Salary that would have been earned between the 30-day period and such shorter period.               3.2.6 Employer’s Material Breach. Executive may, at his option, terminate theEmployment Term upon Employer’s material breach of this Agreement and the continuation of suchbreach for more than ten (10) days after written demand for cure of such breach is given toEmployer by Executive (which demand shall identify the manner in which Employer has materiallybreached this Agreement). Employer’s material breach of this Agreement shall mean (i) the failureof Employer to make any payment that it is required to make hereunder to Executive when suchpayment is due or within two (2) business days thereafter; (ii) the assignment to Executive,without Executive’s express written consent, of duties inconsistent with his position,responsibilities and status with Employer, or a change in Executive’s reporting responsibilities,titles or offices or any plan, act, scheme or design to constructively terminate the Executive, orany removal of Executive from his positions with Employer, except in connection with thetermination of the Employment Term by Employer for cause, without cause, for disability, as aresult of Executive’s death or voluntary resignation, or by Executive other than pursuant to thisSection 3.2.6; (iii) a reduction by Employer in Executive’s Base Salary; or (iv) a permanentreassignment of Executive’s primary work location, without the consent of Executive, to a locationmore than thirty five (35) miles from Employer’s executive offices in Woodcliff Lake, New Jersey.          3.3 Obligations of Employer Following Termination of the Employment Term. In theevent that the Employment Term is terminated by Employer or Executive for any reason prior to itsexpiration, Employer shall pay to Executive, in a single lump-sum, an amount equal to any unpaidbut earned Base Salary through the Date of Termination. Executive shall be entitled to no otherseparation pay other than as described in 3.3.1 below. Executive shall be entitled to no bonuses,and all benefits and allowances provided for herein shall terminate as of the Date of Termination.               3.3.1 Termination Without Cause by Employer or by Executive for Employer’s MaterialBreach. In the event that the Employment Term is terminated without cause by Employer as setforth in Section 3.2.5 herein, or by Executive for Employer’s material breach as set forth inSection 3.2.6 hereof, Employer shall pay Executive his salary as set forth in Section 2.1 hereoffor the remainder of the Employment Term. Executive shall be entitled to no other compensation orbenefits during the remainder of the Employment Term. In the event that Executive, afterEmployer’s termination without cause or Executive’s termination for employer’s material breach,directly or indirectly provides any services (whether in the management, sales, marketing, publicrelations, finance, research, development, general office,administrative or
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other areas) as an employee, agent, stockholder, officer, director, consultant, advisor,investor or other representative of Employer’s competitors in the branded or generic pharmaceuticalindustry in any state or country in which Employer does or seeks to do business as defined inSection 4.4 hereof, such continued salary payments as described in this Section 3.3.1 shallimmediately cease and Employer shall have no further obligations to pay salary under this Section.          3.4 Definitions.               3.4.1 “Notice of Termination” Defined. “Notice of Termination” means a written noticethat indicates the specific termination provision relied upon by Employer or Executive and, exceptin the case of termination pursuant to Sections 3.2.1, 3.2.2 or 3.2.5 hereof, that sets forth inreasonable detail the facts and circumstances claimed to provide a basis for termination of theEmployment Term under the termination provision so indicated.               3.4.2 “Date of Termination” Defined. “Date of Termination” means either such date asthe Employment Term is expired if not renewed, or such date as the Employment Term is terminated,in accordance with, respectively, Sections 3.1 or 3.2 hereof.     4. Confidentiality/ Non-Solicitation/Non-Compete.          4.1 “Confidential Information” Defined. “Confidential Information” means any and allinformation (oral or written) relating to Employer or any of its Subsidiaries or any personcontrolling, controlled by, or under common control with Employer or any of its Subsidiaries or anyof their respective activities, including, but not limited to, information relating to:technology; research, test procedures and results; machinery and equipment; manufacturingprocesses; financial information; products; identity and description of materials and servicesused; purchasing; costs; pricing; customers and prospects; advertising, promotion and marketing;and selling, servicing and information pertaining to any governmental investigation, except suchinformation which becomes public, other than as a result of a breach of the provisions of Section4.2 hereof. Without limiting the foregoing, Confidential Information shall also include allinformation related to products targeted for development by Employer and/or its Subsidiaries,subjects of research and development, projected launch dates, the United States Food and DrugAdministration (FDA) protocols, projected dates for regulatory filings, consumer studies, marketresearch, clinical research, business plans, content of the New Product Planning Committeemeetings, planned expenditures, profit margins, strategic evaluation plans and initiatives, andthose commissioned by Employer through outside vendors or consultants, and the content of allbusiness and strategic planning conducted with or through third parties. Executive’s obligationnot to disclose Confidential Information shall be as set forth in Section 4.2 of this Agreement,and shall include his obligation not to place himself in any business position in which use ordisclosure of Employer’s confidences will be likely, expected or inevitable, for Executive’s ownbenefit or the benefit of any other person or entity.
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          4.2 Non-disclosure of Confidential Information. Executive shall not at any time(other than as may be required or appropriate in connection with the performance by him of hisduties hereunder), directly or indirectly, use, communicate, disclose or disseminate anyConfidential Information in any manner whatsoever for the benefit of any person or entity otherthan Employer (except as may be required under legal process by subpoena or other court order).          4.3 Non-Solicitation. Executive shall not, while employed by Employer and for aperiod of one (1) year following the Date of Termination, directly or indirectly hire, offer tohire, entice away or in any other manner persuade or attempt to persuade any officer, employee,agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of Employeror any of its Subsidiaries to discontinue or alter his/her or its relationship with Employer or anyof its Subsidiaries.          4.4 Non-Competition. Executive shall not, while employed by Employer and for a periodequal to one (1) year following the Date of Termination, directly or indirectly provide anyservices (whether in the management, sales, marketing, public relations, finance, research,development, general office, administrative or other areas) as an employee, agent, stockholder,officer, director, consultant, advisor, investor or other representative of Employer’s competitorsin the branded or generic pharmaceutical industry in any state or country in which Employer does orseeks to do business. Employer’s competitors include any entity, individual or affiliate of suchcompany or individual that develops, sells, markets or distributes any products that compete withor are the same or similar to those of Employer.          However, the restrictions of this paragraph 4.4 shall not apply if the Employment Term isterminated by Employer pursuant to Section 3.2.5 hereof or by Executive properly pursuant to 3.2.6hereof; nor shall this paragraph prohibit Executive from being a passive owner of not more than onepercent (1%) of any publicly-traded class of capital stock of any entity engaged in a competingbusiness.          4.5 Injunctive Relief. The parties hereby acknowledge and agree that (a) the type,scope and periods of restrictions imposed in paragraph 4 are necessary, fair and reasonable toprotect Employer’s legitimate business interests and to prevent the inevitable disclosure ofEmployer’s Confidential Information; (b) Employer will be irreparably injured in the event of abreach by Executive of any of his obligations under this Section 4; (c) monetary damages will notbe an adequate remedy for any such breach; (d) Employer will be entitled to injunctive relief, inaddition to any other remedy which it may have, in the event of any such breach; and (e) theexistence of any claims that Executive may have against Employer, whether under this Agreement orotherwise, will not be a defense to the enforcement by Employer of any of its rights under thisSection 4.          4.6 Non-exclusivity and Survival. The covenants of Executive contained in thisSection 4 are in addition to, and not in lieu of, any obligations that Executive may have withrespect to the subject matter hereof, whether by contract, as a matter of law or otherwise, andsuch covenants and their enforceability shall survive any termination of the Employment Term byeither party and any investigation made with respect to the breach thereof by Employer at any time.
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     5. Miscellaneous Provisions.          5.1 Severability. If, in any jurisdiction, any term or provision hereof is determinedto be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired;(b) any such invalidity or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction; and (c) the invalid or unenforceable termor provision shall, for purposes of such jurisdiction, be deemed replaced by a term or provisionthat is valid and enforceable and that comes closest to expressing the intention of the invalid orunenforceable term or provision.          5.2 Execution in Counterparts. This Agreement may be executed in one or morecounterparts, and by the different parties hereto in separate counterparts, each of which shall bedeemed to be an original but all of which taken together shall constitute one and the sameagreement (and all signatures need not appear on any one counterpart), and this Agreement shallbecome effective when one or more counterparts has been signed by each of the parties hereto anddelivered to each of the other parties hereto.          5.3 Notices. All notices, requests, demands and other communications hereunder shallbe in writing and shall be deemed duly given upon receipt when delivered by hand, overnightdelivery or telecopy (with confirmed delivery), or three (3) business days after posting, whendelivered by registered or certified mail or private courier service, postage prepaid, returnreceipt requested, as follows:     If to Employer, to:Par Pharmaceutical Companies, Inc.