Exhibit10.2 SEVENTHAMENDMENT

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 ###-###-#### (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]*/]

 

 

 

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]*/].

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

 

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

4.      Add Section L as follows:

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.

 

 

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.