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Separation Agreement And Release

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EXHIBIT 10.1

SEPARATION AGREEMENT AND RELEASE


THIS SEPARATION AGREEMENT AND RELEASE (" Release" ), dated March 6, 2009 is given by Veronica Lubatkin (" EMPLOYEE" ) to PAR PHARMACEUTICAL, INC., and each and any of its parent and subsidiary corporations, affiliates, departments and divisions (" THE COMPANY" ). The Effective Date of this Release shall be as set forth in Section 6 herein. RECITALS A. WHEREAS , EMPLOYEE has been employed by THE COMPANYas Chief Financial Officer;B. WHEREAS , EMPLOYEE signed an Employment Agreement with THE COMPANY on March 3, 2008 in which EMPLOYEE agreed to sign a Separation Agreement and Release against THE COMPANY within thirty (30) days after the date of her separation from THE COMPANY;C. WHEREAS , EMPLOYEE signed a Letter Agreement with THE COMPANY on December 23, 2008, which set forth the terms and conditions of EMPLOYEE' s employment from that date through March 6, 2009; contained a Release of claims in exchange for sufficient consideration; and also set forth the terms and conditions under which EMPLOYEE' s separation as a separation from employment without cause pursuant to Section 3.2.5 of the Employment Agreement; andD. WHEREAS , as a result of EMPLOYEE' s separation from THE COMPANY, the parties wish to fully and finally resolve all issues concerning EMPLOYEE' s employment relationship with THE COMPANY and to reiterate certain terms contained in EMPLOYEE' s Employment Agreement and the Letter Agreement.

NOW, IN CONSIDERATION of the mutual promises and covenants in the Employment Agreement, the Letter Agreement and this Release, the sufficiency of which EMPLOYEE acknowledges, the parties agree as follows:


OPERATIVE PROVISIONS 1. Separation of Employment . THE COMPANY and EMPLOYEE agree that EMPLOYEE' s employment shall terminate effective March 6, 2009. (" Separation Date" ), such separation from employment with THE COMPANY occurring pursuant to Section 3.2.5 of the Employment Agreement by and between the parties.


2. Pay, Benefits and Stock Options Upon Separation .(a) Separation Pay . On account of EMPLOYEE' s separation from THE COMPANY, THE COMPANY shall pay EMPLOYEE such severance payment in the amount and manner detailed in Section 3.3.2 of the Employment Agreement and the payment schedule attached as Exhibit A to this Separation and Release Agreement. Such severance payment shall amount to the sum of the product of two (2) times the EMPLOYEE' s Base Salary in effect on the Separation Date, and EMPLOYEE' s last annual cash bonus. In addition, on March 6, 2009, EMPLOYEE will be paid a payment of two (2) months her base salary, in accordance with Section 1a of the Letter Agreement, as a stay bonus. All the foregoing payment(s) shall be subject to all appropriate federal and state withholding and employment taxes. (b) Benefits/Termination . In accordance with the terms of the Employment Agreement, EMPLOYEE will have the opportunity and responsibility to elect COBRA continuation coverage pursuant to the terms of that law and will thus be responsible for the execution of the continuation of coverage forms upon termination of her insurance coverage. As set forth in Section 3.3.6, THE COMPANY shall pay EMPLOYEE' s COBRA premiums, except that the payment of COBRA premiums shall commence on April 20, 2009.(c) Equity Awards . Any equity awards granted to EMPLOYEE during her employment shall vest in accordance with and subject to the terms of the Employment Agreement and the applicable equity plans. (d) Unused Vacation . THE COMPANY shall, in a single lump-sum within forty-five (45) days of the Separation Date, pay EMPLOYEE for her unused vacation days, which THE COMPANY and EMPLOYEE agree total fifteen (15) days. (e) Reimbursement of Expenses . THE COMPANY and EMPLOYEE agree that there are no unpaid expense due and owing to EMPLOYEE. (f) No Other Payments . EMPLOYEE acknowledges and agrees that subject to and including those payments referenced herein, she has been paid in full for all work performed, and has received reimbursement for all business expenses, and is entitled to no further payments or bonuses from THE COMPANY whatsoever for services rendered or any other reason, except as set forth herein.(g) Payment Terms . In accordance with and subject to the covenants contained in the Employment Agreement and Letter Agreement, the payments and benefits contained in this Section 2 are contingent upon the EMPLOYEE' s continued compliance the terms of the Employment Agreement and Letter Agreement, as referenced in Sections 7 and 8 herein and her confidentiality obligations contained in Section 9.


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3. Consideration .(a) No Disparagement . EMPLOYEE agrees to refrain from any publication or any type of communication, oral or written, of a defamatory or disparaging statement pertaining to THE COMPANY, its past, present and future officers, directors, agents, employees or representatives. THE COMPANY agrees to refrain from any publication or any type of communication, oral or written, of a defamatory or disparaging statement pertaining to EMPLOYEE. Nothing in this Section shall be construed as prohibiting THE COMPANY from making any disclosures as required by law or statute, including the release of such information as is required to be disclosed by THE COMPANY in connection with any legal proceeding, filing with the Securities and Exchange Commission (" SEC" ) under the Securities Exchange Act of 1934, or as otherwise required by law.(b) Sufficiency of Consideration. No Admission of Liability . The parties agree that the consideration paid to EMPLOYEE by the terms of this Release is good and sufficient consideration for this Release. EMPLOYEE acknowledges that neither this Release, nor any of the payments or benefits tendered in conjunction herewith, shall be taken or construed to be an admission or concession of any kind with respect to alleged liability or alleged wrongdoing by THE COMPANY.4. General Release and Waiver of Claims .(a)Solely in connection with EMPLOYEE' s employment relationship with THE COMPANY, in accordance with the terms of the Employment Agreement and Letter Agreement, and in consideration of the additional promises and covenants made by THE COMPANY in this Release, EMPLOYEE hereby knowingly and voluntarily compromises, settles and releases THE COMPANY from any and all past, present, or future claims, demands, obligations, or causes of action, whether based on tort, contract, statutory or other theories of recovery for anything that has occurred up to and including the date of EMPLOYEE' s execution of this Release. The released claims include those EMPLOYEE may have or has against THE COMPANY, or which may later accrue to or be acquired by EMPLOYEE against THE COMPANY and its predecessors, successors in interest, assigns, parent and subsidiary organizations, affiliates, and partners, and its past, present, and future officers, directors, shareholders, agents, and employees, and their heirs and assigns. (b)By way of specification, but not of limitation, EMPLOYEE specifically agrees to release and waive all claims for wrongful termination any claim for retaliation or discrimination in employment under federal or state law or regulation including, but not limited to, discrimination based on age, sex, race, disability, handicap, national origin or any claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers' Benefits Protection Act (ADEA), the Americans with Disabilities Act of 1990 (ADA), the New Jersey Law Against Discrimination (LAD), the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Employee Retirement Income Security Act (ERISA), the Immigration Reform and Control Act (IRCA), the Fair Labor Standards Act (FLSA), the Conscientious Employee Protection Act (CEPA), the


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Family Medical Leave Act (FMLA), the New Jersey Family Leave Act (NJFLA), the New Jersey Wage and Hour Law, and any other claims under New Jersey or federal law.5. Covenant Not to Sue .(a)EMPLOYEE represents and agrees that EMPLOYEE has not filed any lawsuits or arbitrations against THE COMPANY, or filed or caused to be filed any charges or complaints against THE COMPANY with any municipal, state or federal agency charged with the enforcement of any law or any self-regulatory organization.(b)EMPLOYEE agrees, not inconsistent with EEOC Enforcement Guidance on Non-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and to the ful
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