**EXHIBIT 10.67****EMPLOYMENT AGREEMENT**          **EMPLOYMENTAGREEMENT**(this “Agreement”), dated as ofFebruary 10, 2006 and effective as of March 16, 2006, by and between ParPharmaceutical Companies, Inc., a Delaware corporation (“Par” or “Employer”), and Gerard Martino(“Executive”).RECITALS:          A. WHEREAS, Employer wishes to employ Executive in the capacity of Executive Vice Presidentand Chief Financial Officer of Par, and Executive desires to provide services to Par in thiscapacity; and          B. WHEREAS, Employer and Executive desire to formalize the terms and conditions of Executive’semployment with Par.          In consideration of the mutual promises herein contained, the parties hereto hereby agree asfollows:          1. Employment.               1.1. General. Par hereby employs Executive effective March 16, 2006 (the “EffectiveDate”), in the capacity of Executive Vice President and Chief Financial Officer of Par at thecompensation rate and benefits set forth in Section 2 hereof for the Employment Term (as defined inSection 3.1 hereof). Executive hereby accepts such employment, subject to the terms and conditionsherein contained. In all such capacity, Executive shall perform and carry out such duties andresponsibilities as may be assigned to him from time to time by the Board and by the ChiefExecutive Officer of Par reasonably consistent with Executive’s position and this Agreement, andshall report to Scott Tarriff, President and Chief Executive Officer of Par.               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 of Par is required by law,rule or regulation or requested by any governmental authority or by Par’s auditors to providecertifications with respect to Par’s financial statements or filings with the Securities andExchange Commission or any other governmental authority, Executive shall sign such certificationsas may be reasonably requested by the Chief Executive Officer of Par and/or Employer, with suchexceptions as Executive deems necessary to make such certifications accurate and not misleading.          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 limited to, all services that may be rendered by him to any of Employer’s existingsubsidiaries, entities and organizations hereafter formed, organized or acquired by Employer,directly or indirectly (each, a “Subsidiary” and collectively, the “Subsidiaries”), the following:(i) a base salary at the annual rate of $337,000 (Three Hundred and Thirty-Seven Thousand Dollars),or at such increased rate as the Board (through its Compensation and Stock Option Committee), inits sole discretion, may hereafter from time to time grant to Executive, subject to adjustment inaccordance with Section 2.2 hereof (as so adjusted, the “Base Salary”); and (ii) any additionalbonus and the benefits set forth in Sections 2.3, 2.4 and 2.5 hereof. The Base Salary shall bepayable in accordance with the regular payroll practices of Employer applicable to seniorexecutives, less such deductions as shall be required to be withheld by applicable law andregulations or otherwise.               2.2. Adjustments in Base Salary. On each October 1 during the Employment Term, theBase Salary shall be increased by that percentage, if any, by which the Consumer Price Index, UrbanWage Earners and Clerical Workers, for the New York City metropolitan area, published by the UnitedStates Government as of the month of September of such year exceeds such Index for the immediatelypreceding September.               2.3. Bonus. Subject to Section 3.3 hereof, Executive shall be entitled to an annualbonus during 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. The target amount of Executive’s annual bonus shall be equal to 50%(fifty percent) of his Base Salary. Executive shall receive a guaranteed minimum bonus for 2006 inan amount equal to this bonus target.               2.4. Equity Awards. Executive shall be entitled to participate in long-term incentiveplans commensurate with his title and position, including, without limitation, stock option,restricted stock, and similar equity plans of Employer as may be offered from time to time. Inconnection herewith, Executive has been granted 15,000 shares of restricted common stock of Par andoptions to purchase 50,000 shares of common stock on terms and conditions set forth in the 2004Performance Equity Plan and Executive’s Stock Option Agreement (the “Sign-On Equity Award”). Alllong-term incentive awards and grants pursuant to this paragraph shall vest incrementally over afour-year period on each anniversary of the date of such grant and shall otherwise be subject tothe terms and conditions set forth in the 2005 or subsequently restated Equity Plan and the rewardagreement(s) relating to such shares.               2.5. Executive Benefits.                    2.5.1. 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.
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                    2.5.2. Employer Plans. Executive shall be entitled to participate in such employee benefitand welfare plans and programs as Employer may from time to time generally offer or provide toexecutive officers of Employer or its Subsidiaries, including, but not limited to, participation inlife insurance, health and accident, medical plans and programs and profit sharing and retirementplans.                    2.5.3. Vacation. Executive shall be entitled to four (4) weeks of paid vacation percalendar year, prorated for any partial year.                    2.5.4. Automobile. Employer shall provide Executive with an automobile cash allowancein the amount of $1,050 (gross) per month.                    2.5.5. Life Insurance. Employer shall obtain (provided, that Executives qualifies ona non-rated basis) a term life insurance policy, the premiums of which shall be borne by Employerand the death benefits of which shall be payable to Executive’s estate, or as otherwise directed byExecutive, in the amount of $1 million throughout the Employment Term.               2.6. Signing Bonus. On the date hereof, Employer shall pay to Executive a one-timesigning bonus (the “Signing Bonus”) in the amount of $115,000 (One Hundred and Fifteen ThousandDollars), less such deductions as shall be required to be withheld by applicable law andregulations. In the event Executive’s employment is terminated during the Initial Term byExecutive pursuant to Section 3.2.2 hereof or by Employer pursuant to Section 3.2.4 hereof,Executive shall repay to Employer the Signing Bonus, less one-twelfth (1/12) of such amount foreach full thirty (30) day period during which Executive shall have been employed hereunder.          3. Employment Term; Termination.               3.1. Employment Term. Executive’s employment hereunder shall commence on theEffective Date (as defined in Section 1.1 hereof) and, except as otherwise provided in Section 3.2hereof, shall continue until the third (3rd) anniversary of the Effective Date (the “InitialTerm”). Thereafter, this Agreement shall automatically be renewed for successive one-year periodscommencing on the third (3rd) anniversary of the Effective Date (the Initial Term, together withany such subsequent employment period(s), being referred to herein as the “Employment Term”),unless Executive or Employer shall have provided a written notice of termination in respect of itsor his election not to renew the Employment Term to the other party at least 90 days prior to suchtermination. Upon nonrenewal of the Employment Term pursuant to this Section 3.1 or terminationpursuant to Sections 3.2.1 through 3.2.6 hereof, inclusive, Executive shall be released from anyduties hereunder (except as set forth in Section 4 hereof) and the obligations of Employer toExecutive shall be as set forth in Section 3.3 hereof only.               3.2. Events of Termination. The Employment Term shall terminate upon the occurrenceof any 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.
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                    3.2.2. Without Cause By Executive. Executive may terminate the Employment Term at anytime during such Term for any reason whatsoever by giving a Notice of Termination to Employer. TheDate of Termination pursuant to this Section 3.2.2 shall be thirty (30) days after the Notice ofTermination is given.                    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 not beearlier 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 180 days in any twelve (12) month period to substantially perform his dutieshereunder as a result of a physical or mental illness, all as determined in good faith by theBoard.                    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 of theExecutive to cure the 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 Employment Term shall terminate on the date the Noticeof Termination is given. For purposes of this Agreement, “Cause” shall mean (i) Executive’sconviction of, guilty or no contest plea to, or confession of guilt of, 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; (v) Executive’s knowingly taking anyaction on behalf of Employer or any of its affiliates without appropriate authority to take suchaction; (vi) Executive’s knowingly taking any action in conflict of interest with Employer or anyof its affiliates given Executive’s position with Employer; and/or (vii) the commission of an actof personal dishonesty by Executive that involves personal profit in connection with Employer.                    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.                    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
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make hereunder to Executive when such payment is due or within two (2) business daysthereafter; (ii) the assignment to Executive, without Executive’s express written consent, ofduties inconsistent with his positions, responsibilities and status with Employer, or a change inExecutive’s reporting responsibilities, titles or offices or any plan, act, scheme or design toconstructively terminate the Executive, or any removal of Executive from his positions withEmployer, except in connection with the termination of the Employment Term by Employer for Cause,without Cause or Disability or as a result of Executive’s death or voluntary resignation or byExecutive other than pursuant to this Section 3.2.6; (iii) a reduction by Employer in Executive’sBase Salary; or (iv) a permanent reassignment of Executive’s primary work location, without theconsent of Executive, to a location more than 35 miles from Employer’s executive offices inWoodcliff Lake, New Jersey.               3.3. Certain Obligations of Employer Following Termination of the Employment Term.Following termination of the Employment Term under the circumstances described below, Employershall pay to Executive or his estate, as the case may be, the following compensation and providethe following benefits in full satisfaction and final settlement of any and all claims and demandsthat Executive now has or hereafter may have hereunder against Employer. In connection withExecutive’s receipt of any or all monies and benefits to be received pursuant to this Section 3.3,Executive shall not have a duty to seek subsequent employment during the period in which he isreceiving severance payments and the Severance Amount (as defined in Section 3.3.2 hereof) shallnot be reduced solely as a result of Executive’s subsequent employment by an entity other thanEmployer.                    3.3.1. For Cause. In the event that the Employment Term is terminated by Employer forCause, Employer shall pay to Executive, in a single lump-sum, an amount equal to any unpaid butearned Base Salary through the Date of Termination.                    3.3.2. Without Cause by Employer; Material Breach by Employer; Non-Renewal byEmployer. In the event that the Employment Term is terminated by Employer pursuant to Section3.2.5 hereof or by Executive pursuant to Section 3.2.6 hereof, or is not renewed by Employerpursuant to Section 3.1 hereof, Employer shall pay to Executive severance in an amount equal totwo (2) times his Base Amount. For purposes hereof, “Base Amount” shall mean the Base Salary ineffect at such applicable time plus, if Executive’s termination is not a result of, in whole or inpart, Executive’s performance in respect of his duties hereunder, the amount of Executive’s lastannual cash bonus pursuant to Section 2.3 hereof. Any payments made in accordance with thisSection 3.3.2 shall be made in twenty-four (24) equal monthly installments from the Date ofTermination in accordance with Employer’s regular payroll practices, subject to Executive’scontinued compliance with the terms of Section 4 hereof and the execution by Executive ofEmployer’s standard form Release Agreement in effect at the time.                    3.3.3. Without Cause By Executive; Election Not to Renew by Executive. In the eventthat the Employment Term is terminated by Executive pursuant to Section 3.2.2 hereof or Executiveelects not to renew this Agreement pursuant to Section 3.1 hereof, Employer shall pay to Executive,in a single lump-sum, an amount equal to any unpaid but earned Base Salary through the Date ofTermination.
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                    3.3.4. Death, Disability. In the event that the Employment Term is terminated byreason of Executive’s death pursuant to Section 3.2.1 hereof or by Employer by reason ofExecutive’s Disability pursuant to Section 3.2.3 hereof, Employer shall pay to Executive, subjectto, in the case of Disability, Executive’s continued compliance with Section 4 hereof, theSeverance Amount, less any life insurance and/or disability insurance received by Executive or hisestate pursuant to insurance policies provided by Employer (including pursuant to Section 2.5.5hereof), payable in accordance with Section 3.3.2 hereof.                    3.3.5. Post-Employment Term Benefits. In the event Executive is terminated pursuantto Sections 3.2.1 through 3.2.6 hereof, inclusive, or either Employer or Executive elects not torenew this Agreement pursuant to Section 3.1 hereof, Employer shall reimburse Executive for anyunpaid expenses pursuant to Section 2.5.1 hereof, and Executive will have the opportunity andresponsibility to elect COBRA continuation coverage pursuant to the terms of that law and will thusbe responsible for the execution of the continuation of coverage forms upon termination of hisinsurance coverage. Except as provided immediately below, Executive will be responsible for allCOBRA payments. Specifically, if Executive is terminated pursuant to Sections 3.2.3, 3.2.5 or3.2.6 hereof, or Employer elects not to renew this Agreement pursuant to Section 3.1 hereof,Executive shall be entitled to participate, at Employer’s expense, in all medical and health plansand programs of Employer in accordance with COBRA for a period of eighteen (18) months (the“Benefits Period”), subject to the execution by Executive of Employer’s standard form ReleaseAgreement in effect at the time and Executive’s continued compliance with the terms of Section 4hereof; provided, that Executive’s continued participation is legally possible under thegeneral terms and provisions of such plans and programs; and provided, further,that in the event Executive is entitled to equal or comparable benefits from a subsequent employerduring the Benefits Period, Employer’s obligation with respect thereto pursuant to this Section3.3.5 shall end as of such date.                    3.3.6. Equity Awards.                    (a) If, within twelve (12) months following a Change of Control (as defined in Section 3.4.1hereof) of Employer, the Employment Term is terminated other than for Cause, then Executive (or hisestate) shall have twenty-four (24) months from the date of termination to exercise any vestedequity awards; provided, that the relevant equity award plan remains in effect and suchequity awards shall not have otherwise expired in accordance with the terms thereof. In connectiontherewith, Employer agrees to use commercially reasonable efforts to amend Executive’s Equity AwardAgreements if necessary to effectuate the provisions of this Section 3.3.6(a).                    (b) In the event that the Initial Term is not renewed by Employer pursuant to Section 3.1hereof, then the Sign-On Equity Award granted to Executive shall thereupon vest and Executive shallhave twenty-four (24) months from such date to exercise such options. In addition, in the eventthe Employment Term is terminated (i) by Employer pursuant to Section 3.2.5 hereof and the reasonfor such termination is not related to the performance of Executive in his duties with respect toEmployer, or (ii) by Executive pursuant to Section 3.2.6 hereof, then all equity awards theretoforegranted to Executive shall thereupon vest and Executive shall have twenty-four (24) months fromsuch date to exercise such options. The provisions of this Section 3.3.6(b) shall only beeffective if and to the extent that
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the relevant equity award plan remains in effect and such equity awards shall not haveotherwise expired in accordance with the terms thereof. In connection therewith, Employer agreesto use commercially reasonable efforts to amend Executive’s Equity Award Agreements if necessary toeffectuate the provisions of this Section 3.3.6(b).               3.4. Definitions.                    3.4.1. “Change of Control” Defined. A “Change of Control” of Employer means (i) theapproval by the stockholders of Par of the sale, lease, exchange or other transfer (other thanpursuant to internal reorganization) by Par of all or substantially all of its respective assets toa single purchaser or to a group of associated purchasers; (ii) the first purchase of shares ofequity securities of Par pursuant to a tender offer or exchange offer (other than an offer by Par)for at least fifteen (15%) percent of the equity securities of Par; (iii) the approval by thestockholders of Par of an agreement for a merger or consolidation in which Par shall not survive asan independent, publicly-owned corporation; (iv) the acquisition (including by means of a merger)by a single purchaser or a group of associated purchasers of securities of Par from either Par orany third party representing thirty-five (35%) percent or more of the combined voting power ofPar’s then outstanding equity securities in one or a related series of transactions (other thanpursuant to an internal reorganization) or (v) the change of the membership of a majority of theBoard during any period of two (2) consecutive years, unless the election, or the nomination forelection by Par’s stockholders, of each new director was approved by a vote of at least two-thirdsof the directors of the Board still in office who were directors of Par at the beginning of theperiod.                    3.4.2. “Notice of Termination” Defined. “Notice of Termination” means a writtennotice that indicates the specific termination provision relied upon by Employer or Executive and,except in the case of termination pursuant to Sections 3.2.1, 3.2.2 or 3.2.5 hereof, that setsforth in reasonable detail the facts and circumstances claimed to provide a basis for terminationof the Employment Term under the termination provision so indicated.                    3.4.3. “Date of Termination” Defined. “Date of Termination” means such date as theEmployment Term is expired if not renewed or terminated in accordance with Sections 3.1 or 3.2hereof.          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 Subsidiary or any person controlling,controlled by, or under common control with Employer or any Subsidiary or any of their respectiveactivities, including, but not limited to, information relating to: technology, research, testprocedures and results, machinery and equipment; manufacturing processes; financial information;products; identity and description of materials and services used; purchasing; costs; pricing;customers and prospects; advertising, promotion and marketing; and selling, servicing andinformation pertaining to any governmental investigation, except such information which becomespublic, other than as a result of a breach of the provisions of Section 4.2 hereof. Withoutlimiting the foregoing, Confidential Information shall also include all information related toproducts targeted for development by Employer and/or its Subsidiaries,
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subjects of research and development, projected launch dates, the United States Food and DrugAdministration (FDA) protocols, projected dates for regulatory filings, consumers 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 his own benefit orthe benefit of any other person or entity.               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 two (2) years 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 or its relationship with Employer or any ofits Subsidiaries.               4.4. Non-Competition. Executive shall not, while employed by Employer and for aperiod equal to the longer of either (a) the Initial Term as defined Section 3.1 hereof, or (b) oneyear following the Date of Termination, directly or indirectly provide any services (whether in themanagement, 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 competitors in the branded or genericpharmaceutical industry in any state or country in which Employer does or seeks to do business.Employer’s competitors include any entity, individual, or affiliate of such company or individualthat develops, sells, markets, or distributes any products that compete with or are the same orsimilar to those of Employer. However, the restrictions of this paragraph 4.4 shall not apply ifthe Employment Term is terminated by Employer pursuant to Section 3.2.5 hereof or by Executiveproperly pursuant to Section 3.2.6 hereof; nor shall this paragraph prohibit Executive from being apassive owner of not more than one percent (1%) of any publicly-traded class of capital stock ofany entity engaged in a competing business.
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               4.5. Injunctive Relief. The parties hereby acknowledge and agree that (a) the type, scopeand periods of restrictions imposed in paragraph 4 are necessary, fair and reasonable to protectEmployer’s legitimate business interests and to prevent the inevitable disclosure of Employer’sConfidential Information; (b) Employer will be irreparably injured in the event of a breach byExecutive of any of his obligations under this Section 4; (c) monetary damages will not be anadequate 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.          5. Miscellaneous Provisions.               5.1. Severability. If, in any jurisdiction, any term or provision hereof isdetermined to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall beunimpaired; (b) any such invalidity or unenforceability in any jurisdiction shall not invalidate orrender unenforceable such provision in any other jurisdiction; and (c) the invalid or unenforceableterm or provision shall, for purposes of such jurisdiction, be deemed replaced by a term orprovision that is valid and enforceable and that comes closest to expressing the intention of theinvalid or unenforceable 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.