Exhibit
10.2

         

    

    SEVENTH
AMENDMENT

    


    This Seventh Amendment, effective as of
the last date of signature hereto is made to the January 13, 2006
Research/Manufacturing Agreement between Schering Corporation, acting through
its Schering-Plough Research Institute division, having a business address at
2000 Galloping Hill Road, Kenilworth, New Jersey 07033 (“SPRI”) and Albany
Molecular Research, Inc., having a business address at 26 Corporate Circle,
Albany, New York 12203-5154 (together with its subsidiaries and affiliates
hereinafter collectively referred to as “AMRI”) as amended on June 15, 2006,
January 2, 2007, January 3, 2008, November 19, 2008, March 9, 2009, and March
27, 2009 (collectively, as amend  the “Agreement”).

    


    WITNESSETH:

    


    WHEREAS, SPRI and AMRI desire to extend
the term of the Agreement, amend the termination section, amend the FTE rate in
the Agreement, and amend to add affiliate language.

    


    NOW, THEREFORE, SPRI and AMRI agree to
amend the Agreement as follows:

    


    
      	
               
      

            	
              1.

            	
              Delete
      the text of Section E.1.of the Agreement in its entirety and replace it
      with the following:

            


    

    


    “This
Agreement shall commence on the date first set forth above and shall terminate
on March 31, 2015, unless earlier terminated by either party (the
“Term”).  The Term of this Agreement may be extended by mutual written
agreement of the parties.

    


    
      	
               
      

            	
              2.

            	
              Delete
      the text of Section E.3.d. of the Agreement in its entirety and replace it
      with the following:

            


    

    


    “[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] may terminate this Agreement or any Project
[/*[CONFIDENTIAL TREATMENT REQUESTED]*/] upon written notice to [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] under the [/*[CONFIDENTIAL TREATMENT
REQUESTED]*/]:

     

    i.
[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]


     

    
      
        
          
            
              
                	
                        Total Number of

                        [/*[CONFIDENTIAL

                        TREATMENT

                        REQUESTED]*/] this

                        Agreement or any Project

                      	 
      	
                        Termination Notice

                        Number of Days

                      
	
                        [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]s

                      	 
      	
                        [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]sdays

                      
	
                        [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                      	 
      	
                        [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]
      days

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    For
example, if [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] decides to
terminate a total of [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] from any Project
or this Agreement, [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] will give [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] days prior
written to

     

    [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] for the first
[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] and [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] days prior
written notice to [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] for the [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/].

    


    
      [CONFIDENTIAL
TREATMENT REQUESTED BY AMRI – 09]

    

    


    
      	
               
      

            	
              3.

            	
              In
      Section F.2.a. of the Agreement the FTE rate table is deleted in its
      entirety and replaced with the
following:

            


    

    


    [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] Based
FTEs

     


    
      
        
          
            
              	
                      Total Number of

                      FTEs

                    	 
      	
                      [/*[CONFIDENTIAL

                      TREATMENT

                      REQUESTED]*/]

                      Price Per FTE (in US

                      Dollars)

                    	 
      	
                      Estimated [/*[CONFIDENTIAL TREATMENT

                      REQUESTED]*/] Expenses per

                      [/*[CONFIDENTIAL TREATMENT

                      REQUESTED]*/] per FTE (in US Dollars)

                    
	
                      [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    
	
                      [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    
	
                      [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    
	
                      [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT
REQUESTED]*/]

                    


            

          

        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     


    
      [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] Based
FTEs

    

      


    
      
        
          
            
              	
                      Total Number of

                      FTEs

                    	 
      	
                      [/*[CONFIDENTIAL

                      TREATMENT

                      REQUESTED]*/]

                      Price Per FTE (in US

                      Dollars)

                    	 
      	
                      Estimated [/*[CONFIDENTIAL

                      TREATMENT REQUESTED]*/] Expenses

                      per [/*[CONFIDENTIAL TREATMENT

                      REQUESTED]*/] per FTE (in US Dollars)

                    
	
                      [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT
REQUESTED]*/]s

                    


            

          

        

      

    

    


    [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] Based
FTEs

     


    
      
        
          
            
              	
                      Total Number of

                      FTEs

                    	 
      	
                      [/*[CONFIDENTIAL

                      TREATMENT

                      REQUESTED]*/]

                      Price Per FTE (in

                      U.S. Dollars)

                    	 
      	
                      Estimated [/*[CONFIDENTIAL

                      TREATMENT REQUESTED]*/] Expenses per

                      [/*[CONFIDENTIAL TREATMENT

                      REQUESTED]*/] per FTE (in US Dollars)

                    
	
                      [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    
	
                      [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    
	
                      [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                    	 
      	
                      $[/*[CONFIDENTIAL
      TREATMENT
REQUESTED]*/]

                    


            

          

        

      

    

    
      * [/*[CONFIDENTIAL TREATMENT
REQUESTED]*/] based FTEs rates do not include

      [/*[CONFIDENTIAL TREATMENT
REQUESTED]*/].  AMRI shall include the appropriate

      [/*[CONFIDENTIAL TREATMENT
REQUESTED]*/] amount to all invoices for

      [/*[CONFIDENTIAL TREATMENT
REQUESTED]*/] FTEs.

    

    


    
      [CONFIDENTIAL
TREATMENT REQUESTED BY AMRI – 10]

    

    


    4.      Add
Section L as follows:

    


    L.  Affiliate
Language:

    


    1.      For
purposes of this Agreement, the term “Affiliate” means (1) any corporation or
business entity of which fifty percent (50%) or more of the voting stock or
voting equity interests  are owned directly or indirectly by a PARTY;
or (2) any corporation or business entity which directly or indirectly owns
fifty percent (50%) or more of the voting stock or voting equity interests of a
party; or (3) any corporation or business entity directly or indirectly
controlling or under control of a corporation or business entity as described in
(1) or (2).  An Affiliate shall be permitted to utilize the AMRI
Services for any Project, under this Agreement and shall be bound by the terms
and conditions this Agreement as if a party hereto.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.

            	
              Capitalized
      terms used and not otherwise defined herein shall have the meaning given
      to them in the Agreement. Except for the foregoing, all of the terms and
      conditions of the Agreement are hereby ratified and confirmed shall remain
      in full force and effect.  This Seventh Amendment may not be
      modified or amended unless in writing and signed by the parties
      hereto.

            


    

    


    IN WITNESS WHEREOF, the
parties have caused this Seventh Amendment to be executed by their duly
authorized representatives.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      ALBANY MOLECULAR RESEARCH, INC.

                                    	 	
                                      SCHERING
      CORPORATION,

                                    
	 
      	 	
                                      acting
      through its Schering-Plough

                                    
	 
      	 	
                                      Research
      Institute division

                                    
	 
      	 
      	 	 
      	 
      
	
                                      By:

                                    	
                                      Michael
      P. Williams

                                    	 	
                                      By:

                                    	
                                      Willie
      A. Deese

                                    
	 
      	
                                      authorized
      representative

                                    	 	 
      	
                                      authorized
      representative

                                    
	
                                      Name:

                                    	
                                      Michael
      P. Williams

                                    	 	      
                                      Name:

                                    	
                                            
                                        Willie
      A. Deese

                                      

                                    
	 
      	 
      	 	 
      	 
      
	
                                      Title:

                                    	
                                      Vice
      President, Legal Affairs

                                    	 	
                                      Title:

                                    	
                                      EVP
      & President

                                    
	 
      	 
      	 	 
      	 
      
	
                                      Date:

                                    	
                                      July
      14, 2010

                                    	 	
                                      Date:

                                    	
                                      July
      8,
2010

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        4