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:

            


    

    


    “SPRI may
terminate this Agreement or any Project without cause upon written notice to
AMRI under the following conditions:


     

    i.
SPRI may terminate this Agreement or any Project at any time, by providing AMRI
prior written notice as outlined in the table below (the “Termination
Date”).  In such event, SPRI shall reimburse AMRI for all of fees and
costs incurred and for any non-cancelable commitments made up to the Termination
Date.  Upon termination, or at any other time that SPRI may request,
AMRI promptly shall return all documents and information generated by AMRI in
the course of performing AMRI Services hereunder, including but not limited to
all product reports and study reports.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	
                          Total Number of

                          [/*[CONFIDENTIAL

                          TREATMENT

                          REQUESTED]*/] this

                          Agreement or any Project

                        	 	
                          Termination Notice

                          Number of Days

                        
	 
      	 	 
      
	
                          [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                        	 	
                          60
      days

                        
	 
      	 	 
      
	
                          [/*[CONFIDENTIAL
      TREATMENT REQUESTED]*/]

                        	 	
                          90
      days

                        


                

              

            

          

        

      

    

     

    For
example, if SPRI decides to
terminate a total of [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] from any Project
or this Agreement, SPRI will give
ninety (90) days prior written to

     

    AMRI
for the first [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] and sixty
(60)  days prior written notice to AMRI 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]*/]

                            


                    

                  

                

              

            

          

        

      

    

    


    [/*[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

              
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	
                Vice President, Legal
    Affairs

              	 
      	
                Title: 

              	
                EVP & President

              
	 
      	 
      	 
      	 
      	 
      
	
                Date:

              	
                July 14, 2010

              	 
      	
                Date:

              	
                July 8,
2010

              


      

    

     

    
      
         


      

      
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