8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 20, 2007 (November 21, 2007)

PAR PHARMACEUTICAL COMPANIES, INC.

(Exact name of registrant as specified in its charter)

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

300 Tice Boulevard, Woodcliff Lake, NJ	07677
(Address of principal executive offices)	(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))

Item 2.02. Results of Operations and Financial Condition.

On November 21, 2007, Par Pharmaceutical Companies, Inc. (the “Company”) issued a press release announcing its financial results for the first and second quarters of 2007 and the filing of quarterly reports on Form 10-Q for the first quarter and second quarters of 2007. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company intends to file its Quarterly Report for the third quarter of 2007 at the earliest practicable date.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

The Company’s common stock is listed and traded on the New York Stock Exchange (the “NYSE”). As such, the Company is subject to the listing standards of the NYSE. The Securities and Exchange Commission has approved amendments to those listing standards that require all companies listed on that exchange to participate in the Direct Registration System (a “DRS”) administered by a clearing agency registered under Section 17A of the Securities Exchange Act of 1934, as amended, by January 1, 2008. A DRS permits the Company’s stock to be recorded and maintained on the books of the Company or the Company’s transfer agent without the issuance of a physical stock certificate.

On November 20, 2007, the Board of Directors of the Company approved amendments to Article VI of the Company’s By-Laws (the “By-Laws”) to permit the Board to provide by resolution that some or all of its shares of Company stock may be uncertificated.

The description of the amendment to the By-Laws contained herein is qualified in its entirety by reference to Article VI of the Company’s By-Laws, as amended, which are attached as Exhibit 3.01 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

3.01	By-Laws of the Company, as amended November 20, 2007
99.1	Press release dated November 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.

2

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: November 21, 2007

PAR PHARMACEUTICAL COMPANIES, INC.

(Registrant)

/s/ Thomas J. Haughey

Thomas J. Haughey, Executive Vice President

and General Counsel

3

EXHIBIT INDEX

Exhibit No.	Description
3.01	By-Laws of the Company, as amended November 20, 2007
99.1	Press release dated November 21, 2007

4

EX-3.01

BY-LAWS

OF

PAR PHARMACEUTICAL COMPANIES, INC.

(formerly Pharmaceutical Resources, Inc.)

(A Delaware corporation)

(As last amended on November 20, 2007)

BY-LAWS

OF

PAR PHARMACEUTICAL COMPANIES, INC.

(formerly Pharmaceutical Resources, Inc.)

TABLE OF CONTENTS		Page
ARTICLE I.	MEETINGS OF STOCKHOLDERS	1
SECTION 1.1.	PLACE OF MEETINGS	1
SECTION 1.2.	ANNUAL MEETINGS.	1
SECTION 1.3.	SPECIAL MEETINGS	1
SECTION 1.4.	NOTICE OF MEETINGS	1
SECTION 1.5.	RECORD DATE	1
SECTION 1.6.	ACTION WITHOUT MEETING	2
SECTION 1.7.	NOMINATION OF DIRECTORS	2
SECTION 1.8.	QUORUM AND VOTING	2
SECTION 1.9.	CONDUCT OF MEETING	3
ARTICLE II.	DIRECTORS	3
SECTION 2.1.	POWERS OF DIRECTORS	3
SECTION 2.2.	NUMBER, ELECTION AND TERM OF OFFICE	3
SECTION 2.3.	VACANCIES	3
SECTION 2.4.	MEETINGS OF DIRECTORS	4
SECTION 2.5.	CONDUCT OF MEETINGS; QUORUM; VOTING	4
SECTION 2.6.	ACTION WITHOUT MEETING	4
SECTION 2.7.	TELEPHONE PARTICIPATION IN MEETINGS	4
SECTION 2.8.	COMMITTEES OF DIRECTORS	4
SECTION 2.9.	REMOVAL	4
SECTION 2.10.	COMPENSATION	4
SECTION 2.11.	MANIFESTATION OF DISSENT	5
ARTICLE III.	OFFICERS	5
SECTION 3.1.	ENUMERATION	5
SECTION 3.2.	PRESIDENT	5
SECTION 3.3.	VICE PRESIDENT(S)	5
SECTION 3.4.	SECRETARY	5
SECTION 3.5.	TREASURER	5
SECTION 3.6.	OTHER OFFICERS AND ASSISTANT OFFICERS	6
SECTION 3.7.	TERM AND COMPENSATION	6
SECTION 3.8.	VACANCIES.	6
SECTION 3.9.	EXERCISE OF RIGHTS AS STOCKHOLDER.	6
ARTICLE IV.	WAIVERS OF NOTICE	6

TABLE OF CONTENTS

(continued)

		Page
ARTICLE V.	INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS	6
SECTION 5.1.	MANDATORY INDEMNIFICATION	6
SECTION 5.2.	ADVANCEMENT OF EXPENSES	7
SECTION 5.3.	PERMISSIVE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES	7
SECTION 5.4.	BASIS OF RIGHTS; OTHER RIGHTS	7
SECTION 5.5.	INSURANCE	7
SECTION 5.6.	POWERS OF THE BOARD	7
SECTION 5.7.	DEFINITIONS	7
ARTICLE VI.	CAPITAL STOCK	8
SECTION 6.1.	ISSUANCE OF STOCK	8
SECTION 6.2.	STOCK CERTIFICATES	8
SECTION 6.3.	TRANSFER OF STOCK	8
SECTION 6.4.	LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES	8
SECTION 6.5.	REGULATIONS	9
SECTION 6.6.	HOLDERS OF RECORD	9
SECTION 6.7.	RESTRICTION ON TRANSFER	9
SECTION 6.8.	TRANSFER AGENT AND REGISTRARS	9
SECTION 6.9.	CLOSING OF BOOKS	9
ARTICLE VII.	GENERAL PROVISIONS	9
SECTION 7.1.	CORPORATE SEAL	9
SECTION 7.2.	FISCAL YEAR	9
SECTION 7.3.	AUTHORIZATION	9
SECTION 7.4.	FINANCIAL REPORTS	10
SECTION 7.5.	EFFECT OF BY-LAWS	10
ARTICLE VIII.	QUALIFICATIONS OF DIRECTORS AND OFFICERS
		10
SECTION 8.1.	DEFINITIONS	10
SECTION 8.2.	QUALIFICATIONS	10
SECTION 8.3.	DETERMINATIONS OF THE BOARD OF DIRECTORS	10
ARTICLE IX.	AMENDMENTS TO AND EFFECT OF BY-LAWS	10
SECTION 9.1.	FORCE AND EFFECT OF BY-LAWS	10
SECTION 9.2.	AMENDMENTS TO BY-LAWS	11

___________________

BY-LAWS

OF

PAR PHARMACEUTICAL COMPANIES, INC.

(formerly Pharmaceutical Resources, Inc.)

___________________

ARTICLE I.

MEETINGS OF STOCKHOLDERS

Section 1.1.Place of Meetings. Meetings of the stockholders of Par Pharmaceutical Companies, Inc. (the “Corporation”) shall be held at such place in or outside the State of Delaware as shall be designated by the board of directors of the Corporation (the “Board”) or the authorized person or persons calling the meeting.

Section 1.2.Annual Meetings. The annual meeting of the stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held after the close of the Corporation’s fiscal year on such date and at such time as shall be designated by the Board.

Section 1.3.Special Meetings. Special meetings may be called for any purpose and at any time by the Chairman of the Board (the “Chairman”), the President (if there be one)or by any three members of the Board. Business transacted at each special meeting shall be confined to the purposes stated in the notice of such meeting.

Section 1.4.Notice of Meetings. A written notice stating the place, date and hour of each meeting and the purpose or purposes for which the meeting is called shall be given by, or at the direction of, the Secretary or the person or persons authorized to call the meeting to each stockholder of record entitled to vote at such meeting not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless a different period of time is required by applicable law in a particular case.

Section 1.5.Record Date. In order to determine the stockholders entitled to notice of, and to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, the Board may fix, in advance, a record date that shall not be more than sixty (60) nor less than ten (10) days before the scheduled date of such meeting and nor more than sixty (60) days prior to any other action. If no record date is fixed: (x) the record date for determining stockholders entitled to notice of, and to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (y) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is delivered to the Corporation. A determination of stockholders of record entitled to notice of, and to vote at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.6.Action Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, in accordance with the provisions of the General Corporation Law of the State of Delaware (the “Delaware Code”), only if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the Corporation’s outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 1.7.Nomination of Directors.

(A)General. Nominations for the election of directors may be made by the Board or a committee appointed by the Board or by any stockholder entitled to vote in the election of directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if written notice (a “Stockholder Nomination Notice”) of such stockholder’s intent to make such nomination or nominations has been delivered personally to, or been mailed to and received by the Secretary of the Corporation at, the principal executive offices of the Corporation, not less than 20 days nor more than 60 days prior to the meeting; provided, however, that, in the event that less than 30 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the procedure set forth in this Section 1.7(A).

(B)Stockholder Nomination Notice. Each Stockholder Nomination Notice shall set forth: (i) the name and address of the stockholder who or that intends to make the nomination and of the person or persons to be nominated; (ii) the class(es) and number(s) of shares of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available) and of the date of the Stockholder Nomination Notice; (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder; (v) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the United States Securities and Exchange Commission; and (vi) the consent of each nominee to serve as a director of the Corporation if so elected.

Section 1.8.Quorum and Voting. The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise expressly provided by the Delaware Code, the Certificate of Incorporation or these By-laws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, shall have the power, by the vote of the holders of a majority of the capital stock thereon, to adjourn the meeting from time to time, without notice other than announcement at the meeting (except as otherwise provided by the Delaware Code). At such adjourned meeting at which the requisite amount of shares of voting stock shall be represented, any business may be transacted that might have been transacted at the meeting as originally scheduled. At all meetings of the stockholders, each stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless such instrument lawfully provides for a longer period. At each meeting of the stockholders, each stockholder shall have one vote for each share of capital stock having voting power, registered in his or her name on the books of the Corporation at the record date fixed or otherwise determined in accordance with these By-laws. Except as otherwise expressly provided by the Delaware Code, the Certificate of Incorporation or these By-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority of the number of shares of stock present in person or represented by proxy at such meeting and entitled to vote thereat; provided, however, that a quorum shall be present. The directors shall be elected by the stockholders by ballot at the annual meeting or any special meeting called for such purpose.

-2-

Section 1.9.Conduct of Meeting. The Board, or, if the Board shall not have made the appointment, the Chairman presiding at any meeting of stockholders, shall have the power to appoint two or more persons to act as inspectors or tellers, to receive, canvass and report the votes cast by the stockholders at such meeting; provided, that no candidate for the office of director shall be appointed as inspector or teller at any meeting for the election of directors. The Chairman or, in his or her absence, the President (if there be one), a Vice President or such other person as designated by the Board shall preside at all meetings of the stockholders, and the Secretary, or in his or her absence, the person whom the Chairman or, in his or her absence, the President, Vice President or such other person may appoint shall act as Secretary of the meeting and keep the minutes thereof.

ARTICLE II.

DIRECTORS

Section 2.1.Powers of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which shall exercise all powers that may be exercised or performed by the Corporation and that are not, by the Delaware Code, the Certificate of Incorporation or these By-laws, directed to be exercised or performed by the stockholders.

Section 2.2.Number, Election and Term of Office. Subject to the rights of the holders of any class or series of capital stock having a preference over the common stock of the Company as to dividends and/or upon liquidation, the number of directors that shall constitute the whole Board shall not be less than three nor more than 13 directors. Subject to the foregoing, the actual number of directors shall be determined from time to time by resolution of the Board. The directors, other than those who may be elected by the holders of any class or series of stock having a preference over the common stock as to dividends and/or upon liquidation, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the Annual Meeting of Stockholders to be held in 2006, the term of office of the second class to expire at the Annual Meeting of Stockholders to be held in 2004 and term of office of the third class to expire at the Annual Meeting of Stockholders to be held in 2005, with each of the members of each class to hold office until his or her successors is duly elected and qualified. Commencing at the Company’s 2007 Annual Meeting of Stockholders, and at each succeeding annual meeting of the stockholders thereafter, the successors of the class of directors whose term expires at that meeting shall be elected by the vote of a plurality of the number of shares of stock present in person or represented by proxy at such meeting to hold office for a term expiring at the annual meeting of stockholders in the third year following the year of their election, with each director to hold office until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. A director may resign at any time upon written notice to the Corporation. Directors need not be stockholders of the Corporation.

Section 2.3.Vacancies. Vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of only those directors who were directors of the Corporation immediately prior to such vacancies or newly-created directorships, even though such directors may constitute less than a quorum, or by a sole remaining director. The occurrence of a vacancy that is not filled by action of the Board shall constitute a determination by the Board that the number of directors is reduced so as to eliminate such vacancy, unless the Board shall otherwise specify. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Any director so chosen to fill a vacancy or a newly-created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his/her successor shall be elected and qualified.

-3-

Section 2.4.Meetings of Directors. Regular meetings of the Board shall be held immediately following the annual meeting of stockholders for the purposes of appointing officers and at such time and place as the Board shall from time to time by resolution appoint, and no notice shall be required to be given of any such regular meeting. A special meeting of the Board may be called for any purpose by the Chairman or by any three directors by giving two (2) days’ notice to each director by overnight courier, electronic mail, telegram, telefacsimile, telephone or other oral message, or by giving three (3) days’ notice if given by depositing the notice in the United States mail, postage pre-paid. Such notice shall specify the time and place of the meeting, which may be by means of conference, telephone or any other means of communication by which all persons participating in the meeting are able to hear each other.

Section 2.5.Conduct of Meetings; Quorum; Voting. At meetings of the Board, the Chairman or, in his or her absence, the President (if there be one) or a designated Vice President, shall preside. Except as otherwise provided by these By-laws, a majority of the total number of directors determined by resolution of the Board shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. Any business may be transacted at any meeting at which every director shall be present, even though the directors may not have had any advance notice of such meeting.

Section 2.6.Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 2.7.Telephone Participation in Meetings. Members of the Board, or any committee thereof, may participate in a meeting of the Board or such committee by means of conference, telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 2.8.Committees of Directors. By resolutions adopted by a majority of the entire Board, the Board may designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors of the Corporation (other than the Audit Committee, which shall consist of at least three independent directors, and the Nominating/Corporate Governance Committee and the Compensation Committee, each of which shall consist entirely of independent directors, as such term is defined in the NYSE Rules). Notwithstanding the foregoing, the Executive Committee shall have no more than three directors and such directors may exercise all the powers and authority of the entire Board in the management of the business and day-to-day affairs of the Corporation without the necessity of a meeting or approval of the entire Board (except as otherwise expressly limited by applicable law). Each such committee shall have such powers and authority of the Board as may be provided from time to time in resolutions adopted by a majority of the entire Board. The requirements with respect to the manner in which the Executive Committee and each such other committee shall hold meetings and take actions shall be set forth in the resolutions of the Board designating the Executive Committee or such other committee.

Section 2.9.Removal. A director may be removed, by the holders of a majority of the shares of capital stock entitled to vote for the election of directors, with “cause” only, as such term is generally used and defined under the Delaware Code. Directors may not be removed, with or without “cause”, by action of the Board.

Section 2.10.Compensation. The directors shall receive such compensation for their services as may be authorized by resolution of the Board and shall be reimbursed by the Corporation for ordinary and reasonable expenses incurred in the performance of their duties as such. Subject to applicable law, nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

-4-

Section 2.11.Manifestation of Dissent. A director of the Company who is present at a meeting of the Board or committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he shall file his or her written dissent to such action.

ARTICLE III.

OFFICERS

Section 3.1.Enumeration. The officers of the Corporation that the Board shall seek to appoint at its regular meeting following each annual stockholders’ meeting may consist of a president, such number of vice presidents (if any) as the Board shall from time to time appoint, a secretary, a treasurer, and such other officers (if any) as the Board shall from time to time appoint. The Board may at any time elect one of its members as Chairman of the Board, who shall preside at meetings of the Board and of the stockholders and shall have such powers and perform such duties as shall from time to time be prescribed by the Board. The Board may also, at any time, designate such Chairman as the Executive Chairman of the Board (the “Executive Chairman”), to whom the President, and such other officers designated by the Executive Chairman, shall report and who and shall have such powers and perform such duties as shall for time to time be prescribed by the Board. Any two or more offices may be held by the same person.

Section 3.2.President. The President, if there be one, may also be the chief executive officer of the Corporation and shall report to the Executive Chairman, if there shall be one. Subject only to the authority of the Board and the Executive Chairman, he or she shall have general charge and supervision over, and responsibility for, the business and affairs of the Corporation. Unless otherwise directed by the Board or the Executive Chairman, all other officers shall be subject to the authority and supervision of the President. The President may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business that are authorized, either generally or specifically, by the Board. The President shall also have such other powers and perform such other duties as are incident to the office of the president of a corporation or as shall from time to time be prescribed by the Board. In the event that there is no President, the Board may allocate the duties and powers set forth in this Section 3.2 among such other officers as the Board in its discretion shall determine.

Section 3.3.Vice President(s). The Vice President or, if there shall be more than one, the Vice Presidents, in the order of their seniority unless otherwise specified by the Board, shall have such powers and perform such duties as shall from time to time be prescribed by the Board and/or the President or, if there be no President, by such other person or persons as may be designated by the Board.

Section 3.4.Secretary. The Secretary shall record the proceedings of the meetings of the stockholders and the Board in a book to be kept for that purpose, and shall give notice as required by applicable law or these By-laws of all such meetings. The Secretary shall have custody of the seal of the Corporation and custody of all books, records and papers of the Corporation, except such as shall be in the charge of the Treasurer or of some other person authorized or directed to have custody and possession thereof by resolution of the Board. The Secretary may, together with the President (if there be one) or such other person as may be designated by the Board, execute on behalf of the Corporation any contract that has been approved by the Board. The Secretary shall also have such other powers and perform such other duties as are incident to the office of the secretary of a corporation or as shall from time to time be prescribed by the Board or the President or, if there be no President, by such other person or persons as may be designated by the Board.

Section 3.5.Treasurer. The Treasurer shall keep, or cause to be kept, full and accurate accounts of the receipts and disbursements of the Corporation in books belonging to the Corporation, shall have the custody of the funds of the Corporation and shall deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such depositories as may be designated by the Board, and shall also have such other powers and perform such other duties as are incident to the office of the treasurer of a corporation or as shall from time to time be prescribed by the Board or the President or, if there be no President, by such other person or persons as may be designated by the Board.

-5-

Section 3.6.Other Officers and Assistant Officers. The powers and duties of each other officer or assistant officer who may from time to time be chosen by the Board shall be as specified by, or pursuant to authority delegated by, the Board at the time of the appointment of such other officer or assistant officer or from time to time thereafter. In addition, each officer designated as an assistant officer shall assist in the performance of the duties of the officer to which he or she is assistant, and shall have the powers and perform the duties of such officer during the absence or inability to act of such officer.

Section 3.7.Term and Compensation. Officers shall be appointed by the Board from time to time, to serve at the pleasure of the Board and subject to any employment or similar agreements. Each officer shall hold office until his or her successor is duly appointed and qualified, or until his or her earlier death, resignation or removal. The compensation of all officers shall be fixed by, or pursuant to authority delegated by, the Board from time to time.

Section 3.8.Vacancies. In case any office shall become vacant, the Board may fill such vacancy. In case of the absence or disability of any officer, the Board may delegate the powers or duties of any officer to another officer or a director for such time to be determined by the Board.

Section 3.9.Exercise of Rights as Stockholder. Unless otherwise ordered by the Board, the President (if there be one) or a Vice President thereunto duly authorized by the President or the Board, shall have full power and authority on behalf of the Corporation to attend and to vote at any meeting of stockholders of any corporation in which this Corporation may hold stock, and may exercise on behalf of this Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, and shall have power and authority to execute and deliver proxies and consents on behalf of this Corporation in connection with the exercise by this Corporation of the rights and powers incident to the ownership of such stock. The Board, from time to time, may confer like powers upon any other person or persons.

ARTICLE IV.

WAIVERS OF NOTICE

Any notice required to be sent by these By-Laws, the Certificate of Incorporation or the Delaware Code may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before or after the event with respect to which notice is waived. Each director or stockholder attending a meeting without protesting the lack of proper notice, prior to its conclusion, shall be deemed conclusively to have waived notice of the meeting.

ARTICLE V.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 5.1.Mandatory Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent now or hereafter permitted by applicable law, each director or officer of the Corporation who was or is, or is threatened to be made, a party to or otherwise involved in any Proceeding (hereinafter defined) by reason of the fact that such person is or was an Authorized Representative (hereinafter defined), against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, whether the basis of such person’s involvement in the Proceeding is an alleged act or omission in such person’s capacity as an Authorized Representative or in another capacity while serving in such capacity, or both. The Corporation shall be required to indemnify an incumbent or former director or officer in connection with a Proceeding initiated by such person only if and to the extent that such Proceeding was authorized by the Board or it is a civil suit by such person to enforce rights to indemnification or advancement of expenses.

-6-

Section 5.2.Advancement of Expenses. The Corporation shall promptly pay all expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by an incumbent or former director or officer of the Corporation in defending or appearing (otherwise than as a plaintiff) in any Proceeding described in Section 5.1 hereof in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by a final, unappealable judicial decision that such person is not entitled to be indemnified for such expenses under this Article or otherwise.

Section 5.3.Permissive Indemnification and Advancement of Expenses. The Corporation may, as determined by the Board in its discretion, from time to time indemnify any person who was or is, or is threatened to be made, a party to or otherwise involved in any Proceeding by reason of the fact that such person is or was an Authorized Representative, against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, whether the basis of such person’s involvement in the Proceeding is an alleged act or omission in such person’s capacity as an Authorized Representative or in another capacity while serving in such capacity or both. The Corporation may, as determined by the Board in its discretion from time to time, pay expenses actually and reasonably incurred by any such person by reason of such person’s involvement in such a Proceeding in advance of the final disposition of the Proceeding.

Section 5.4.Basis of Rights; Other Rights. The rights to indemnification and advancement of expenses provided by or granted pursuant to this Article shall be presumed to have been relied upon by Authorized Representatives in serving or continuing to serve the Corporation, shall continue as to a person who ceases to be an Authorized Representative, shall inure to the benefit of the heirs, executors and administrators of such person, and shall be enforceable as contract rights. Such rights shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Delaware Code, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office or position. Any amendment, modification or repeal of this Article shall not adversely affect any right or protection of an Authorized Representative with respect to any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 5.5.Insurance. The Corporation may purchase and maintain insurance on behalf of each incumbent or former director and officer against any liability asserted against or incurred by such person in any capacity, or arising out of such person’s status as an Authorized Representative, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article. The Corporation shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board or if, in the business judgment of the Board, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage or (ii) the coverage provided by such insurance is so limited by exclusions and/or limitations that there is insufficient benefit from such insurance. The Corporation may purchase and maintain insurance on behalf of any person referred to in Section 5.3 hereof against any liability asserted against or incurred by such person in any capacity, or arising out of such person’s status as an Authorized Representative, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Section 5.6.Powers of the Board. The Corporation may enter into contracts to provide any Authorized Representatives with specific rights to indemnification and advancement of expenses, which contracts may confer rights and protections to the maximum extent permitted by applicable law. The Board, without approval of the stockholders, shall have the power to borrow money on behalf of the Corporation, including the power to create trust funds, pledge, mortgage or create security interests in the assets of the Corporation, obtain letters of credit or use other means, from time to time, to ensure payment of such amounts as may be necessary to perform the Corporation’s obligations under this Article or any such contract.

-7-

Section 5.7.Definitions. For the purposes of this Article:

(A)Proceeding. “Proceeding” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(B)Corporation. References to “the Corporation” include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, which, if its separate existence had continued, would have had power and authority to indemnify its Authorized Representatives, so that any person who is or was an Authorized Representative of such constituent corporation shall stand in the same position under this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(C)Authorized Representative. “Authorized Representative” means a director, officer, employee or agent of the Corporation, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan, or a person serving another corporation, partnership, joint venture, trust, other enterprise or non-profit entity in any of the foregoing capacities at the request of the Corporation.

ARTICLE VI.

CAPITAL STOCK

Section 6.1.Issuance of Stock. Shares of capital stock of any class now or hereafter authorized, securities convertible into or exchangeable for such stock, or options or other rights to purchase such stock or securities may be issued or granted in accordance with authority granted by resolution of the Board.

Section 6.2.Stock Certificates. The shares of capital stock of the Corporation shall be represented by a certificate, unless and until the Board adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the Corporation signed by, or in the name of the Corporation, by (a) the Chairman of the Board, the President or a Vice President and (b) the Chief Financial Officer, or the Secretary or Assistant Secretary and may be sealed with the seal of the Corporation. All such certificates shall be numbered consecutively, and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation. If certificates are signed by a transfer agent, acting on behalf of the Corporation or registrar, the signatures of the officers of the Corporation may be by facsimile.

Section 6.3.Transfer of Stock. Shares of capital stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-laws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefore, properly endorsed for transfer and payment of all necessary transfer taxes; or in the case of uncertificated shares of stock, upon receipt of proper transfer instruction from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “cancelled”, with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to who transferred.

Section 6.4.Lost, Stolen, Destroyed, or Mutilated Certificates. New stock certificates may be issued to replace certificates alleged to have been lost, stolen, destroyed or mutilated, upon such terms and conditions, including proof of loss or destruction, and the giving of a satisfactory bond or other form of indemnity, as the Board from time to time may determine.

-8-

Section 6.5.Regulations. The Board shall have the power and authority to make all such rules and regulations not inconsistent with these By-laws as it may deem expedient concerning the issue, transfer and registration of shares of capital stock of the Corporation.

Section 6.6.Holders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder and owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or right, title or interest in, such share or shares on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise provided by applicable law.

Section 6.7.Restriction on Transfer. A restriction on the hypothecation, transfer or registration of the shares of the Corporation may be imposed either by these By-laws or by an agreement among any number of stockholders or such holders and the Corporation. No restriction so imposed shall be binding with respect to those securities issued prior to the adoption of the restriction unless the holders of such securities are parties to an agreement or voted in favor of the restriction.

Section 6.8.Transfer Agent and Registrars. The Board shall have the power to appoint one or more transfer agents and registrars for the transfer and registration of shares of stock (whether certificated or uncertificated) of any class. The Board may require that stock certificates be countersigned by one or more of such transfer agents and registrars. Stock transfer agents and registrars shall perform such duties as may be delegated from time to time by the Board.

Section 6.9.Closing of Books. The Board shall have the power to close the stock transfer books of the Corporation for a period not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect; provided, that, in lieu of closing the stock transfer books, the Board may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date for payment of any dividend or the date for allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividends, or any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or allotment of rights, or exercise such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as herein provided.

ARTICLE VII.

GENERAL PROVISIONS

Section 7.1.Corporate Seal. The Corporation may adopt a seal in such form as the Board shall from time to time determine.

Section 7.2.Fiscal Year. The fiscal year of the Corporation shall be as designated by the Board from time to time.

Section 7.3.Authorization. All checks, notes, vouchers, warrants, drafts, acceptances and other orders for the payment of moneys of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

-9-

Section 7.4.Financial Reports. Subject to applicable law, financial statements or reports shall not be required to be sent to the stockholders of the Corporation, but may be so sent in the discretion of the Board, in which event the scope of such statements or reports shall be within the discretion of the Board, and such statements or reports shall not be required to have been examined by or to be accompanied by an opinion of an accountant or firm of accountants.

Section 7.5.Effect of By-laws. No provision in these By-laws shall vest any property right in any stockholder.

ARTICLE VIII.

QUALIFICATIONS OF DIRECTORS AND OFFICERS

Section 8.1.Definitions. For purposes of this Article VIII, the following terms shall have the following meanings:

(a)“Affiliate,” “Associate” and “control” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)“Principal Party” shall mean any person or entity that, pursuant to an agreement, understanding or otherwise, is represented by another person.

(c)“Regulatory Approvals” shall mean any governmental or regulatory approvals, agreements, permits, licenses or registrations of the Corporation or any of its subsidiaries necessary for the conduct of its business.

Section 8.2.Qualifications. No person shall serve as a director or officer of the Corporation or shall be elected or appointed to serve in any such capacity if, in the good faith judgment of the Board (by majority vote), there is a reasonable likelihood that service by such person as a director or officer (whether based on the qualifications of such person or on the qualifications of any Affiliate, Associate or Principal Party of such person) will result in (i) the loss of any existing Regulatory Approvals, (ii) the inability of the Corporation or any subsidiary to renew any Regulatory Approvals or (iii) the inability of the Corporation or any subsidiary to obtain new Regulatory Approvals.

Section 8.3.Determinations of the Board of Directors. Any determination by the Board with respect to the qualifications of any persons to serve as a director or officer of the Corporation pursuant to this Article VIII, whether based on the qualifications of such person or the qualifications of any Affiliate, Associate or Principal Party of such person, shall, among other things, take into account the involvement of any of such persons in legal actions or proceedings or governmental investigations. Persons, or their Affiliates, Associates or Principal Parties, covered by Section 8.2 shall include, but shall not be limited to, any (i) directors, officers or employees of the Corporation or its subsidiaries whose actions the Board has determined in good faith were detrimental to the maintenance, renewal or acquisition of the Regulatory Approvals, whether they resigned or were dismissed for cause, (ii) persons or entities who were convicted in criminal proceedings or are named defendants of pending criminal proceedings (excluding minor offenses) relating to the pharmaceutical industry or any other business regulated by any federal, state or local governmental agency or (iii) persons or entities who are subject to any order, judgment, decree or debarment, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or governmental or regulatory authority, permanently or temporarily enjoining them from, or otherwise limiting such person or entity from engaging in, any type of business practice relating to the pharmaceutical industry or any other business regulated by any federal, state or local governmental agency.

ARTICLE IX.

AMENDMENTS TO AND EFFECT OF BY-LAWS

Section 9.1.Force and Effect of By-Laws. These By-Laws are subject to the provisions of the Delaware Code and the Corporation's Certificate of Incorporation, as it may be amended from time to time. If any provision in these By-Laws is inconsistent with a provision in the Delaware Code or the Certificate of Incorporation, the provision of the Delaware Code or the Certificate of Incorporation shall govern.

Section 9.2.Amendments to By-Laws. These By-Laws may be amended or repealed and new By-Laws may be adopted by the stockholders and/or the Board. Any By-Laws adopted, amended or repealed by the Board may be amended or repealed by the stockholders.

-10-

EX-99.1

Contact:

Allison Wey

Senior Director

Investor Relations and Corporate Affairs

Par Pharmaceutical Companies, Inc.

(201) 802-4000

PAR PHARMACEUTICAL FILES FORM 10-Qs

FOR FIRST AND SECOND QUARTERS OF 2007

Revises 2007 Full-Year Financial Outlook

Woodcliff Lake, N.J., November 21, 2007 - Par Pharmaceutical Companies, Inc. (NYSE:PRX) today filed with the U.S. Securities and Exchange Commission (SEC) its Form 10-Q for the first and second quarters of 2007. The filing of Par’s Form 10-Qs for these periods had been delayed due to the work involved in restating its consolidated financial statements for certain prior periods, which were filed earlier this year.

First-Quarter Results

For the first quarter ended March 31, 2007, Par reported total revenues of $234.2 million and net income of $41.5 million, or $1.19 per diluted share. This is compared with reported revenues of $172.3 million and net income of $4.5 million, or $0.13 per diluted share, for the same period in 2006.

First quarter 2007 reported, or GAAP, results included a $20.0 million gain on the sale to Optimer Pharmaceutical, Inc. of marketing rights to the investigational drug Difimicin (Par 101), a $1.4 million investment gain on the sale of shares of Optimer common stock, and net settlement gains of $0.6 million related to the discontinuation of certain product-development agreements. Adjusting for these items, net income for the first quarter of 2007 was $28.1 million, or $0.80 per diluted share.

First-Quarter Review

For the first quarter ended March 31, 2007, total revenues increased 35.9 percent compared with the same period in 2006 due primarily to new product introductions. These products include propranolol HCl extended release (ER) capsules, metoprolol succinate, polyethylene glycol, and ranitidine HCl syrup achieving sales of $31.3 million, $12.3 million, $4.3 million and $4.2 million, respectively. Partially offsetting the increases were lower sales of certain existing products due to competitive pressures, including fluticasone, paroxetine, tramadol HCl and cefprozil. Revenues of branded products for the first quarter of 2007 of $19.5 million, an increase of 137 percent over the prior year period, were driven by increased sales of Megace^® ES (megestrol acetate) oral suspension, and fees related to the co-promotion of AndroGel^®.

Par’s first-quarter gross margin was 37.4 percent of sales, compared to 28.5 percent in 2006. The increase in the Company’s gross margin resulted primarily from increased sales of higher-margin products, including Megace^® ES and propranolol ER, royalties related to the sale of ondansetron orally disintegrating tablets and the co-promotion fee for AndroGel^®.

-2-

Research and development (R&D) expenses increased 1.3 percent for the first quarter 2007 compared with the first quarter 2006. The results reflect increased development costs in support of Par’s generic product portfolio tempered by reduced clinical development costs following the termination of the megestrol acetate concentrated suspension oncology study in 2006 and the termination of Par’s participation in the development of Par 101, as well as lower personnel costs following the restructuring of the R&D organization.

Selling, general and administrative (SG&A) expenses for the first quarter 2007 increased 14.9 percent from first quarter 2006. The increase is primarily due to an increase of the field sales force for Strativa, the Company’s branded division, as well as the expansion of the finance and accounting functions and increased professional costs associated with the Company’s restatement.

Second-Quarter and Six-Month Results

For the second quarter ended June 30, 2007, Par reported total revenues of $167.6 million and net income of $2.8 million, or $0.08 per diluted share. This is compared with reported revenues of $195.2 million and a net loss of $7.2 million, or $0.21 per diluted share, for the same period in 2006. For the six months ended June 30, 2007, Par reported total revenues of $401.9 million and net income of $44.3 million, or $1.27 per diluted share. This is compared with reported revenues of $367.6 million and a net loss of $2.7 million, or $0.08 per diluted share, for 2006.

Second-quarter 2007 reported, or GAAP, results included a $6.0 million investment loss and a $3.0 million license fee paid to Immtech Pharmaceuticals for commercialization rights to the developmental drug pafuramidine maleate, both of which are discussed in more detail below, in addition to $1.6 million of severance costs. Adjusting for these items, net income for the second quarter of 2007 was $9.3 million, or $0.27 per diluted share. By comparison, second-quarter 2006 reported results included a write-off of approximately $10.0 million of accounts receivable relating to invalid customer deductions and $5.2 million of expense relating to the write-down of an equity investment and an arbitration settlement. Adjusting for these items, net income for the second quarter 2006 was $2.1 million, or $0.06 per diluted share.

Net income for the first six months of 2007 was $37.4 million, or $1.07 per diluted share, after adjusting for the aforementioned items. By comparison, reported results for the first six months of 2006 included the 2006 second-quarter items discussed above. Adjusting for these items, net income for the first six months of 2006 was $6.6 million, or $0.19 per diluted share. [See reconciliation between reported (GAAP) and adjusted net income (loss) at the end of this press release.]

Second-Quarter Review

For the second quarter ended June 30, 2007, total revenues decreased 14.1 percent compared with the same period a year earlier as increased competition resulted in lower sales of generic products. Among these products, sales of fluticasone nasal spray declined by $26.9 million from the second quarter of 2006. Partially offsetting these decreases were sales of recently introduced products. Among the products introduced since the end of the second quarter of 2006, metoprolol extended release (ER) 25 mg tablets achieved sales of $17.3 million and propranolol ER capsules contributed sales of $10.4 million. Par markets fluticasone in the U.S. through a supply and distribution agreement with GlaxoSmithKline. Par markets metoprolol ER in the U.S. through a supply and distribution agreement with AstraZeneca. Sales of Megace^® ES (megestrol acetate) oral suspension increased 124 percent to $19.1 million in the second quarter.

more...

-3-

Par’s second-quarter gross margin was 33.7 percent of sales, compared to 28.1 percent in 2006. The increase in the Company’s gross margin resulted primarily from increased sales of higher-margin products, including Megace^® ES and propranolol ER, royalties related to the sale of ondansetron orally disintegrating tablets and the co-promotion fee for AndroGel^®.

Research and development (R&D) expense decreased 18.7 percent to $14.3 million in the second quarter of 2007, driven by reduced clinical development costs related to Megace^® ES, the termination of Par’s participation in the development of Par 101, as well as lower personnel costs. These reductions were partially offset by a $3.0 million license fee paid to Immtech Pharmaceuticals for commercialization rights to their lead oral drug candidate, pafuramidine maleate, which is being developed for the treatment of pneumocystis pneumonia in AIDS patients. In June 2007, Par entered into an exclusive licensing agreement with Immtech for U.S. commercialization rights.

Second-quarter selling, general and administrative (SG&A) expense decreased 20.8 percent to $34.0 million. The decrease in 2007 SG&A expense was primarily due to the second-quarter 2006 write-off of approximately $10.0 million of accounts receivable relating to invalid customer deductions.

In the second quarter of 2007, Par recorded a $6.0 million loss relating to an investment in a fund comprised of various floating-rate structured finance securities that experienced a severe reduction in value.

2007 Financial Outlook

Par has revised its previously announced guidance for full-year 2007 earnings per diluted share to $1.35-$1.50 from $0.95-$1.10. This increase is driven by a delay in the anticipated impact of competition on the pricing and volume environment of certain generic products, specifically, propanolol, fluticisone, metroprolol, and cabergoline. However, the Company is experiencing significant competition on price and volume of propranolol, fluticasone, and metroprolol in the fourth quarter.

The Company’s projections are based on its results for the first six months of 2007 and management’s assumption of the impact of product competition on some of Par’s key products and include the impact of certain one-time items and lower SG&A costs.

Total net revenue is expected to be between $760-$780 million. SG&A is expected to be $130-$133 million, including approximately $2 million in severance costs. Research and development cost is projected to be in the range of $75-$80 million, including approximately $19 million in branded milestone payments. Total projected expenses for the full-year include approximately $18-$20 million of share-based compensation and $24-$26 million of depreciation and amortization expenses. Adjusting for one-time items, full year earnings per diluted share is projected to be $1.40-$1.55. [See summary of estimated operating results for full year 2007 at the end of this press release.]

more...

-4-

Stock Repurchase Program

Since October 1, 2007, Par has repurchased 1,643,094 shares of its common stock at a total cost of $31.5 million. On September 28, 2007, Par announced that its Board of Directors had authorized the repurchase of up to $75 million of the company’s common stock.

Conference Call

Par has scheduled a conference call for Wednesday, November 21 at 9:00 am EST to discuss results for first and second quarters of 2007. Par invites investors and the general public to listen to a webcast of the conference call. Access to the live webcast can be made via the Company’s website at http://www.parpharm.com and will be available for at least 30 days. The dial-in number is 866-770-7120for domestic callers and 617-213-8065 for international callers. The access number is 88770486. A replay of the conference call will be available commencing approximately one hour after the call. The replay dial-in number is 888-286-8010for domestic callers and 617-801-6888 for international callers. The access number is 18960113.

For a copy of Par’s Form 10-Qs for the quarterly periods ended March 31, 2007 and June 30, 2007, visit Investors/SEC Filings on the Par web site at www.parpharm.com.

Non-GAAP Measures

Par prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). In an effort to provide investors with additional information regarding the Company’s results and to provide a meaningful year-over-year comparison of the Company’s financial performance, the Company sometimes uses non-GAAP financial measures as defined by the Securities and Exchange Commission. The differences between the U.S. GAAP and non-GAAP financial measures are reconciled in the attached. In presenting comparable results, the Company discloses non-GAAP financial measures when it believes such measures will be useful to investors in evaluating the Company’s underlying business performance. Management uses the non-GAAP financial measures to evaluate the Company’s financial performance against internal budgets and targets. In addition, management internally reviews the results of the Company excluding the impact of certain items, as it believes that these non-GAAP financial measures are useful for evaluating the Company’s core operating results and facilitating comparison across reporting periods. Importantly, the Company believes non-GAAP financial measures should be considered in addition to, and not in lieu of, U.S. GAAP financial measures. The Company’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

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.

Safe Harbor Statement

Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent any statements made in this news release contain information that is not historical, these statements are essentially forward-looking and, as such, are subject to risks and uncertainties, including the extent and impact of litigation arising out of the accounting issues described in the Company’s filings with the Securities and Exchange Commission (SEC), the difficulty of predicting FDA filings and approvals, acceptance and demand for new pharmaceutical products, the impact of competitive products and pricing, new product development and launch, reliance on key strategic alliances, uncertainty of patent litigation filed against the Company, availability of raw materials, the regulatory environment, fluctuations in operating results and other risks and uncertainties detailed from time to time in the company's filings with the SEC, such as the Company's reports on Form 10-K, Form 10-Q and Form 8-K, and amendments thereto. Any forward-looking statements included in this press release 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.

# # #

more...

-5-

PAR PHARMACEUTICAL COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

(Unaudited)

	June 30,			March 31,			December 31,
ASSETS	2007			2007			2006
Current assets:
Cash and cash equivalents	$	184,238		$	141,477		$	120,991
Available for sale debt and marketable equity securities		169,243			119,754			92,120
Accounts receivable, net		47,123			147,030			99,043
Inventories		83,779			87,674			106,322
Prepaid expenses and other current assets		22,225			23,215			15,833
Deferred income tax assets		72,104			72,104			72,105
Income taxes receivable		6,605			6,608			12,422
Total current assets		585,317			597,862			518,836
Property, plant and equipment, at cost less accumulated depreciation and amortization		85,012			86,354			89,155
Available for sale debt and marketable equity securities		4,680			4,710			7,652
Investment in joint venture		5,387			5,304			5,292
Other investments		-			4,588			16,588
Intangible assets, net		41,371			44,674			47,880
Goodwill		63,729			63,729			63,729
Deferred charges and other assets		3,027			6,917			16,000
Non-current deferred income tax assets, net		49,714			49,278			49,545
Total assets	$	838,237		$	863,416		$	814,677
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term and current portion of long-term debt	$	200,824		$	202,632		$	204,469
Accounts payable		32,801			33,690			48,297
Payables due to distribution agreement partners		73,754			89,635			89,585
Accrued salaries and employee benefits		13,443			12,444			15,510
Accrued expenses and other current liabilities		23,112			22,154			18,833
Income taxes payable		4,438			20,815			16,974
Total current liabilities		348,372			381,370			393,668
Long-term debt, less current portion		-			-			-
Other long-term liabilities		13,482			13,246			-
Commitments and contingencies		-			-			-
Stockholders’ equity:
Preferred Stock, par value $0.0001 per share, authorized 6,000,000 shares; none issued and outstanding		-			-			-
Common Stock, par value $0.01 per share, authorized 90,000,000 shares, issued 36,345,466 and 36,335,215 and 35,901,276 shares		364			364			359
Additional paid-in-capital		263,446			257,394			254,013
Retained earnings		244,568			241,766			200,256
Accumulated other comprehensive gain (loss)		2,526			3,209			(431	)
Treasury stock, at cost 941,035 and 920,558 and 889,245 shares		(34,521	)		(33,933	)		(33,188	)
Total stockholders’ equity		476,383			468,800			421,009
Total liabilities and stockholders’ equity	$	838,237		$	863,416		$	814,677

more...

-6-

PAR PHARMACEUTICAL COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

(Unaudited)

	Three months ended
	March 31,			April 1,
	2007			2006
Revenues:
Net product sales	$	222,589		$	169,037
Other product related revenues		11,621			3,281
Total revenues		234,210			172,318
Cost of goods sold		146,521			123,150
Gross margin		87,689			49,168
Operating expenses:
Research and development		14,039			13,852
Selling, general and administrative		32,557			28,342
Settlements, net		(578	)		-
Total operating expenses		46,018			42,194
Gain on sale of product rights		(20,000	)		-
Operating income		61,671			6,974
Other expense, net		(19	)		(39	)
Equity in loss of joint venture		(148	)		(253	)
Realized gain on sale of marketable securities		1,397			-
Interest income		2,684			1,983
Interest expense		(1,718	)		(1,694	)
Income before provision for income taxes		63,867			6,971
Provision for income taxes		22,353			2,457
Net income	$	41,514		$	4,514
Earnings per share of common stock:
Basic	$	1.20		$	0.13
Diluted	$	1.19		$	0.13
Weighted average number of common shares outstanding:
Basic		34,618			34,259
Diluted		34,997			34,766

more...

-7-

PAR PHARMACEUTICAL COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

(Unaudited)

	Three months ended						Six months ended
	June 30,			July 1,			June 30,			July 1,
	2007			2006			2007			2006
Revenues:
Net product sales	$	160,014		$	190,583		$	382,603		$	359,620
Other product related revenues		7,626			4,655			19,247			7,937
Total revenues		167,640			195,238			401,850			367,557
Cost of goods sold		111,085			140,471			257,606			263,621
Gross margin		56,555			54,767			144,244			103,936
Operating expenses:
Research and development		14,277			17,557			28,316			31,409
Selling, general and administrative		33,999			42,941			66,556			71,283
Settlements, net		-			1,250			(578	)		1,250
Total operating expenses		48,276			61,748			94,294			103,942
Gain on sale of product rights		-			-			(20,000	)		-
Operating income (loss)		8,279			(6,981	)		69,950			(6	)
Other expense, net		(30	)		142			(49	)		104
Equity in loss of joint venture		(80	)		(225	)		(228	)		(479	)
Loss on marketable securities, net		(6,040	)		(3,773	)		(4,643	)		(3,773	)
Interest income		3,901			1,973			6,585			3,956
Interest expense		(1,727	)		(1,693	)		(3,445	)		(3,388	)
Income (loss) before provision (benefit) for income taxes		4,303			(10,557	)		68,170			(3,586	)
Provision (benefit) for income taxes		1,505			(3,352	)		23,858			(896	)
Net income (loss)	$	2,798		$	(7,205	)	$	44,312		$	(2,690	)
Earnings(loss) per share of common stock:
Basic	$	0.08		$	(0.21	)	$	1.28		$	(0.08	)
Diluted	$	0.08		$	(0.21	)	$	1.27		$	(0.08	)
Weighted average number of common shares outstanding:
Basic		34,676			34,454			34,647			34,368
Diluted		34,943			34,454			34,970			34,368

more...

-8-

Reconciliation Between Reported (GAAP) and Adjusted Net Income (Loss)

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,			April 1,
	2007			2006
Reported Net Income	$	41,514		$	4,514
Gain on Sale of Product Rights		(20,000	)		─
Investment Gain		(1,397	)		─
Net Settlements Gain		(578	)		─
Estimated Tax on Adjustments		8,570			─
Adjusted Net Income (non-GAAP measure)	$	28,109		$	4,514
Diluted Earnings Per Share:
Reported	$	1.19		$	0.13
Adjusted (non-GAAP measure)	$	0.80		$	0.13

	Three Months Ended
	June 30,			July 1,
	2007			2006
Reported Net Income (Loss)	$	2,798		$	(7,205	)
Net Investment Loss		6,040			3,773
License Fee		3,000			─
Severance Costs		1,643			─
Write-off of Accounts Receivable Relating to Invalid
Customer Deductions		─			9,965
Arbitration Settlement		─			1,502
Estimated Tax on Adjustments		(4,166	)		(5,944	)
Adjusted Net Income (non-GAAP measure)	$	9,315		$	2,091
Diluted Earnings (Loss) Per Share:
Reported	$	0.08		$	(0.21	)
Adjusted (non-GAAP measure)	$	0.27		$	0.06

more...

-9-

Reconciliation Between Reported (GAAP) and Adjusted Net Income (Loss)

(In thousands, except per share data)

(Unaudited)

	Six Months Ended
	June 30,			July 1,
	2007			2006
Reported Net Income (Loss)	$	44,312		$	(2,690	)
Gain on Sales of Product Rights		(20,000	)		─
Net Investment Loss		4,643			3,773
License Fee		3,000			─
Severance Costs		1,643			─
Net Settlements Gain		(578	)		─
Write-off of Accounts Receivable Relating to Invalid
Customer Deductions		─			9,965
Arbitration Settlement		─			1,502
Estimated Tax on Adjustments		4,404			(5,944	)
Adjusted Net Income (non-GAAP measure)	$	37,424		$	6,606
Diluted Earnings (Loss) Per Share:
Reported	$	1.27		$	(0.08	)
Adjusted (non-GAAP measure)	$	1.07		$	0.19

more...

-10-

Estimated Operating Results for Full Year 2007

Total Revenue	$	760 - $780 million
SG&A	$	130 - $133 million
R&D	$	75 - $80 million
EPS (fully diluted)	$	1.35 - $1.50
Other supplemental information
Depreciation & amortization	$	24 - $26 million
Share-based compensation	$	18 - $20 million

IMPACT OF ONE-TIME ITEMS (in millions, except per share amounts)		FY 2007
Severance	$	2
Branded Milestone Payments		19
High Yield Investment Loss		6
PAR 101		(24)
Total One-Time Items	$	3
EPS Impact (fully diluted)	$	0.05
EPS (fully diluted) adjusted for one-time items	$	1.40 - $1.55