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-PloughResearch
      Institute divisionBy:
                                    Michael
      P. Williams
                                    
                                    By:
                                    Willie
      A. Deeseauthorized
      representative
                                    
                                    
                                    authorized
      representativeName:
                                    Michael
      P. Williams
                                    
                                    Name:
                                    Willie
      A. DeeseTitle:
                                    Vice
      President, Legal Affairs
                                    
                                    Title:
                                    EVP
      & PresidentDate:
                                    July
      14, 2010
                                    
                                    Date:
                                    July
      8,
2010




4