Exhibit 4.1


 


AMENDMENT AND TERMINATION


OF


SHAREHOLDER RIGHTS AGREEMENT


 


 


This Amendment and
Termination (this “Amendment and Termination”) of the Rights Agreement (as defined below) is entered into as
of August 5, 2015, between Albany Molecular Research, Inc., a Delaware corporation (the “Company”), and Computershare
Inc., a Delaware corporation, successor-in-interest to Computershare Shareowner Services LLC (the “Rights Agent”).
All capitalized terms used herein and not otherwise defined shall having the meaning ascribed to them in the Rights Agreement.


 


WITNESSETH:


 


WHEREAS, the Company
is party to the Shareholder Rights Agreement, dated as of July 27, 2012 (the “Rights Agreement”) with the Rights
Agent;


 


WHEREAS, the Board
of Directors of the Company has determined to terminate the Rights Agreement and, in furtherance thereof, the Company desires to
enter into this Amendment and Termination pursuant to which the Rights Agreement will be amended to provide that (i) the Rights
will expire at the Close of Business on August 5, 2015, and (ii) the Rights Agreement will be terminated upon the expiration
of the Rights; and


 


WHEREAS, pursuant
to Section 27 of the Rights Agreement, the Company may prior to a Section 11(a)(ii) Event supplement or amend the Rights Agreement
without the approval of any holders of certificates representing shares of common stock of the Company.


 


NOW THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


1.Amendment to Section 7(a).
The first sentence of Section 7(a) of the Rights Agreement is hereby amended to read as follows:


 


			“(a) Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time
after the Distribution Date upon surrender of the Right Certificate, with the appropriate form of election to purchase and the
certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office or offices of the
Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the total number of one ten-thousandths
of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights
are then exercised, at or prior to the earlier of (i) the Close of Business on August 5, 2015 (the “Final Expiration Date”),
(ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the
time at which such Rights are exchanged as provided in Section 24 hereof (the “Exchange Date”) (the earliest of (i),
(ii) or (iii) being herein referred to as the “Expiration Date”).”



 






    	 



    	 



    

 


2.Termination. Upon expiration
of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall terminate and
be of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent.


 


3.Governing Law. This Amendment
and Termination shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such
state.


 


4.Counterparts. This Amendment and Termination
may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together
shall constitute but one and the same instrument. A signature to this Amendment and Termination executed and/or transmitted electronically
shall have the same authority, effect, and enforceability as an original signature.


 


 


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IN WITNESS WHEREOF, the parties have caused
this Amendment and Termination to be duly executed as of the day and year first above written.


 





	 	 	 	ALBANY MOLECULAR RESEARCH, INC. 	 
	 	 	 	 	 	 
	Attest:	 	 	 	 
	 	 	 	 	 	 
	  /s/ Lori Ann Blancato 	 	By: 	/s/ Lori Henderson	 
	Name:	Lori Ann Blancato	 	Name: 	Lori Henderson	 
	Title: 	Executive Assistant	 	Title:  	Senior Vice President, General Counsel & Secretary	 
	 	 	 	 	 	 
	 	 	 	COMPUTERSHARE INC., as RIGHTS AGENT	 
	 	 	 	 	 	 
	Attest:	 	 	 	 	 
	/s/ Adam Burnham	 	By: 	/s/ Patrick Hayes	 
	Name: 	Adam Burnham	 	Name: 	Patrick Hayes	 
	Title:  	Relationship Manager	 	Title:  	VP & Manager