TERMS OF EXECUTIVE RETENTION STOCK OPTION AWARD

EXHIBIT 10.6.6

PAR PHARMACEUTICAL COMPANIES, INC.

TERMS OF EXECUTIVE RETENTION STOCK OPTION AWARD

As Amended and Restated Effective November 18, 2008

This document sets forth the terms of an Option (as defined in Section 1 below) to purchase shares of common stock granted by PAR PHARMACEUTICAL COMPAMIES, INC. (the “Company”) pursuant to a Certificate of Stock Option Grant (the “Certificate”) displayed at the website of Smith Barney Benefits Access®.  These Terms of Executive Retention Stock Option Award were initially approved by the Board of Directors of the Company to be effective November 18, 2008.  The Terms of Executive Retention Stock Option Awards as set forth herein are a complete restatement of the original terms and are deemed effective as of November 18, 2008 upon acceptance of these Terms by the holder of such Award (such acceptance being either in writing or by electronic acceptance through the Smith Barney website). The Certificate, which specifies the person to whom the Option is granted (the “Optionee”) and other specific details of the grant, and the electronic acceptance of the Certificate and these Terms at the website of Smith Barney, are incorporated herein by reference.

WHEREAS, the Board of Directors (the “Board”) of the Company has authorized and approved the Par Pharmaceutical Companies, Inc. 2004 Performance Equity Plan (the “Plan”), which has been approved by the stockholders of the Company;  

WHEREAS, the Plan, in part, provides for the grant of Options to certain employees of the Company and any Subsidiary of the Company;

WHEREAS, pursuant to the Plan, the Committee has approved an award to the Optionee designated in the Certificate of an option to purchase common stock of the Company on the terms and subject to the conditions set forth in the Plan and these Terms of Executive Retention Stock Option Award.  Capitalized terms used but not defined in these Terms or the Certificate shall have the meanings set forth in the Plan.

NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions herein contained, the parties hereto agree as follows:

1.

Grant of Options.  Subject to the terms and conditions hereinafter set forth and set forth in the Plan, the Company hereby grants as of the date specified on the Certificate (the “Grant Date”) to the Optionee, as a matter of separate agreement and not in lieu of salary, or any other compensation for services, the right and option (the “Option”) to purchase all or any part of an aggregate number of shares of Common Stock (the “Option Shares”) specified on the Certificate on the terms and conditions set forth herein and therein.

2.

Nonqualified Option; Withholding Tax.  This Option shall not be deemed an “Incentive Stock Option” under the Internal Revenue Code (“Code”).  The Company shall be entitled, if the Compensation and Management Development Committee of the Board of Directors of the Company (the “Committee”) deems it necessary or desirable, to withhold (or secure payment from the Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company in connection with the issuance of the Option Shares.

3.

Grant Price.  The grant price of each Option Share shall be the grant price specified on the Certificate.

4.

Exercise Period.

4.1

Grant Expiration Date; Vesting.

4.1.1

Option Term.   Subject to the vesting provisions of Section 4.1.2, the Option shall be exercisable during the period (the “Exercise Period”) commencing on the Grant Date and terminating at the close of business on the date (the “Grant Expiration Date”) specified on the Certificate.  All rights to exercise the Option shall terminate on the Grant Expiration Date.  

4.1.2

Vesting.  

(a)

Service-Based Vesting Schedule.  Subject to this Section 4 and Section 5 hereof, this Option shall be deemed vested and exercisable in accordance with the following schedule:

(b)

Accelerated Performance-Based Vesting.  Notwithstanding the vesting schedule in Section 4.1.2(a), if both conditions of (i) and (ii) of this Section 4.1.2(b) are satisfied, the Option shall be deemed vested and exercisable with respect to a number of Option Shares equal to 66-2/3% of the total number of Option Shares granted in the Certificate:

(i)  the Committee determines that the Fair Market Value of the Company’s Common Stock exceeds one hundred twenty percent (120%) of the Option Grant Price (as specified in the Certificate) on at least twenty (20) business days during the fiscal quarter ending on December 31, 2010, and

(ii)  the Optionee remains continuously employed with the Company or any of its subsidiaries from the Grant Date through November 18, 2010 or until such time as the condition set forth in (i) above is met.

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Any fractional share resulting from the above vesting calculation shall be rounded up to the next whole share.

(c)

Forfeiture of Option on Termination of Employment.  Any portion of the Option that has not vested in accordance with the schedule in Section 4.1.2(a) or the performance-based vesting provisions of Section 4.1.2(b) prior to the Optionee’s termination of employment for any reason other than as specified in Sections 4.2.5(b) or 4.2.6 shall be forfeited and of no further effect upon such termination.  

(d)

The Optionee expressly acknowledges that the Option Shares shall not be subject to accelerated vesting, settlement or other terms and conditions as may be provided in any other agreement between the Company and the Optionee, including any employment, severance or other similar agreement, and that the vesting, forfeiture, settlement and all other terms and conditions of this Option shall be governed solely by the Certificate, these Terms and the Plan.  For purposes of clarification, each Optionee who is party to an employment agreement with the Company as of November 18, 2008 specifically acknowledges that the provisions of Section 3.3.7 of the Optionee’s employment agreement with the Company (or any similar provision of a successor agreement) shall not apply to the Option Shares.

4.2

Effect of Termination of Employment.

4.2.1

Termination Upon Death or Disability.  Upon the termination of the Optionee's employment by reason of the death or disability (for purposes of the Plan) of the Optionee, this Option or any unexercised portion thereof, which was otherwise exercisable on the date of such termination, shall terminate unless such Option, to the extent exercisable on such date, is exercised by the Optionee or the executor or administrator of his estate, as the case may be, within one year after the date of such termination of his employment.  However, should the death of the Optionee occur during the one-year period following the termination of the employment of the Optionee by reason of his disability, the Option, to the extent exercisable on the date of termination of employment, may be exercised by the executor or administrator of the Optionee's estate within one year following such death.  A transfer of the Option by the Optionee by will or by laws of descent and distribution shall not be effective to bind the Company unless the Company shall have been furnished with written notice thereof and such other evidence as the Company may deem necessary or desirable to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Option.  Notwithstanding anything herein to the contrary, in no event shall the Option be exercisable after the Grant Expiration Date.

4.2.2

Termination by Reason of Retirement.  Should the employment of the Optionee terminate during the term of the Option by reason of retirement by the Optionee on or after age 65, or with the approval of the Committee, from active employment with the Company or any subsidiary prior to age 65 (“Retirement”), this Option or any unexercised portion thereof which was otherwise exercisable on the date of such termination, shall terminate within thirty (30) days of the date of such termination unless the Committee, at or before the time of such Retirement, shall determine that the Option shall remain exercisable by the Optionee for a period of one year following the effective date of such termination of employment; provided, however, that if the Optionee dies within such one-year period, the Option may be exercised by

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the executor or administrator of the Optionee's estate within one year following such death.  Notwithstanding anything herein to the contrary, in no event shall the Option be exercisable after the Grant Expiration Date.

4.2.3

Termination by Reason of Resignation.  Should the employment of the Optionee terminate during the term of the Option by reason of resignation by the Optionee (for any reason other than Retirement), this Option or any unexercised portion thereof which was otherwise exercisable on the date of such resignation, shall terminate unless such Option, to the extent exercisable on the date of such resignation, is exercised within thirty (30) days of the date on which the Optionee resigns.  Notwithstanding anything herein to the contrary, in no event shall the Option be exercisable after the Grant Expiration Date.

4.2.4

Termination For Cause.  If the Optionee's employment is terminated “for cause,” this Option or any unexercised portion thereof shall terminate and be of no further force and effect from the date of termination.  Termination “for cause” as used herein means the termination of Optionee's employment by the Company (or, if applicable, any subsidiary thereof), “for cause” as defined in any agreement between the Company (or any such subsidiary) and the Optionee or, in the event no such agreement exists, based upon objective factors determined in good faith by the Company.

4.2.5

Termination Without Cause.

(a)

Termination Prior to Second Anniversary.  If the employment of the Optionee with the Company or any of its subsidiaries is terminated for any reason other than death, disability, Retirement, resignation or discharge “for cause” at any time prior to the second anniversary of the Grant Date, this Option or any unexercised portion thereof which was otherwise exercisable on the date of such termination, shall terminate unless such Option, to the extent exercisable on the date of such termination in accordance with Section 4.1.2, is exercised within ninety (90) days of the date on which he ceases to be an employee.  Notwithstanding anything herein to the contrary, in no event shall the Option be exercisable after the Grant Expiration Date.  

(b)

Termination After Second Anniversary.  Notwithstanding the provisions of Section 4.2.5(a), (i) if the employment of the Optionee with the Company or any of its subsidiaries is terminated for any reason other than death, disability, Retirement, resignation or any other termination by the Optionee, or discharge “for cause” and (ii) such t