8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

AMENDMENT NO. 1

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 7, 2007 (February 21, 2007)

PAR PHARMACEUTICAL COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) File Number 1-10827
(Commission File Number) 22-3122182
(I.R.S. Employer
Identification No.)

300 Tice Boulevard, Woodcliff Lake, New Jersey
(Address of principal executive offices) 07677
(Zip Code)

Registrant’s telephone number, including area code: (201) 802-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

**EXPLANATORY NOTE** The Company hereby amends its Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2007 to state the event date as February 21, 2007, and to include the Press Release that was inadvertently excluded. Please note that no other changes or additions are being made to the Company’s Form 8-K as filed with the SEC on March 2, 2007.

Item 8.01. Other Events

On February 21, 2007, Par Pharmaceutical Companies, Inc. (the “Company”) issued a press release that it has returned marketing rights to Difimicin, an investigational drug to treat Clostridium difficile-associated diarrhea (CDAD), to Optimer Pharmaceuticals, Inc. (“Optimer”), a biotechnology company. The Company and Optimer had entered into a joint development and collaboration agreement with respect to this drug in May 2005, and subsequently amended the agreement on January 19, 2007. Optimer will continue to develop Difimicin, which is expected to enter Phase III clinical trials in March. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In connection with the returned marketing rights, the Company received $20 million from Optimer and will also receive a $5 million milestone payment upon the earliest to occur of either the successful completion by Optimer of a Phase III study, the grant by Optimer of marketing and sales rights to a third party, or the submission to the US FDA of a new drug application for a product subject to the collaboration agreement. Additionally, the Company will receive royalty payments for a period of seven years assuming successful commercialization of the drug. The Company continues to hold approximately 1.26 million shares of Optimer common stock.

Item 9.01. Financial Statements and Exhibits.

     (d) The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit No.		Description
	99.1	Press Release dated February 21, 2007.

Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that any statements made in this Current Report on Form 8-K contain information that is not historical, such statements are essentially forward-looking and are subject to certain risks and uncertainties, including the risks and uncertainties discussed from time to time in the Company’s filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statements included in this Current Report on Form 8-K are made as of the date hereof only, based on information available to the Company as of the date hereof, and, subject to any applicable law to the contrary, the Company assumes no obligation to update any forward-looking statements.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated as of: March 7, 2007

PAR PHARMACEUTICAL COMPANIES, INC.                           (Registrant)
/s/ Thomas Haughey
Name:	Thomas Haughey
Title:	Executive Vice President — General Counsel

EXHIBIT INDEX

     The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit No.		Description
	99.1	Press Release dated February 21, 2007

EX-99.1

Exhibit 99.1

Investor Contact:
Stephen J. Mock
Media contact:
Peter Wolf
Par Pharmaceutical Companies, Inc.
(201) 802-4000

PAR PHARMACEUTICAL RETURNS PAR-101 MARKETING RIGHTS
TO OPTIMER PHARMACEUTCALS

Par to Receive $25 Million in Payments from Optimer,
Plus $6.8 Million in Net Proceeds from the Sale of Optimer Shares

Par Seeking to Add Marketed Product to Proprietary Drug Portfolio before Year-End

Woodcliff Lake, N.J., Feb. 21, 2007 — Par Pharmaceutical Companies, Inc. (NYSE:PRX) today announced it has returned marketing rights to Difimicin (PAR-101/OPT-80), an investigational drug to treat Clostridium difficile-associated diarrhea (CDAD), to Optimer Pharmaceuticals, Inc., a biotechnology company based in San Diego, Calif. Difimicin was the subject of a joint development and collaboration agreement between the two companies announced in May 2005. Optimer will continue to develop Difimicin, which is expected to enter Phase III clinical trials in March.

For returning Difimicin marketing rights, Par received $20 million from Optimer. As part of the agreement, Par participated as a selling shareholder in Optimer’s initial public offering and received $6.8 million in net proceeds from the sale of 1,050,000 shares of common stock. Par’s holdings in Optimer now total approximately 1.26 million shares of common stock. Also, under the terms of the agreement, Par will receive a $5 million milestone payment from Optimer upon the earliest of three events. Under terms of the agreement, Par will also receive royalty payments from Optimer based on global sales of the product.

“This collaboration with Optimer has gone very well, with Difimicin expected to enter Phase III next month,” said Paul Campanelli, executive vice president, Business Development and Licensing. “Our strategy, though, is to redirect resources toward timelier business development opportunities, so that we might bring to market at least one more branded product before the end of 2007.”

About Par

Par Pharmaceutical Companies, Inc. develops, manufactures and markets generic drugs and innovative branded pharmaceuticals for specialty markets. For press release and other company information, visit www.parpharm.com

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