SEVENTH AMENDMENT
Exhibit
10.2
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
0000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (“SPRI”) and Albany
Molecular Research, Inc., having a business address at 00 Xxxxxxxxx Xxxxxx,
Xxxxxx, Xxx Xxxx 00000-0000 (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:
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1.
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Delete
the text of Section E.1.of the Agreement in its entirety and replace it
with the following:
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“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.
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2.
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Delete
the text of Section E.3.d. of the Agreement in its entirety and replace it
with the following:
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“[/*[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]*/]
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Total Number of
[/*[CONFIDENTIAL
TREATMENT
REQUESTED]*/] this
Agreement or any Project
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Termination Notice
Number of Days
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]s
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]sdays
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
days
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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]
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3.
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In
Section F.2.a. of the Agreement the FTE rate table is deleted in its
entirety and replaced with the
following:
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] Based
FTEs
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Total Number of
FTEs
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[/*[CONFIDENTIAL
TREATMENT
REQUESTED]*/]
Price Per FTE (in US
Dollars)
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Estimated [/*[CONFIDENTIAL TREATMENT
REQUESTED]*/] Expenses per
[/*[CONFIDENTIAL TREATMENT
REQUESTED]*/] per FTE (in US Dollars)
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT
REQUESTED]*/]
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2
[/*[CONFIDENTIAL TREATMENT REQUESTED]*/] Based
FTEs
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Total Number of
FTEs
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[/*[CONFIDENTIAL
TREATMENT
REQUESTED]*/]
Price Per FTE (in US
Dollars)
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Estimated [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] Expenses
per [/*[CONFIDENTIAL TREATMENT
REQUESTED]*/] per FTE (in US Dollars)
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT
REQUESTED]*/]s
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] Based
FTEs
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Total Number of
FTEs
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[/*[CONFIDENTIAL
TREATMENT
REQUESTED]*/]
Price Per FTE (in
U.S. Dollars)
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Estimated [/*[CONFIDENTIAL
TREATMENT REQUESTED]*/] Expenses per
[/*[CONFIDENTIAL TREATMENT
REQUESTED]*/] per FTE (in US Dollars)
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||
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT REQUESTED]*/]
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$[/*[CONFIDENTIAL
TREATMENT
REQUESTED]*/]
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* [/*[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.
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5.
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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.
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IN WITNESS WHEREOF, the
parties have caused this Seventh Amendment to be executed by their duly
authorized representatives.
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SCHERING
CORPORATION,
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acting
through its Schering-Plough
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Research
Institute division
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By:
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Xxxxxxx
X. Xxxxxxxx
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By:
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Xxxxxx
X. Xxxxx
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authorized
representative
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authorized
representative
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Name:
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Xxxxxxx
X. Xxxxxxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title:
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Vice
President, Legal Affairs
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Title:
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EVP
& President
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Date:
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July
14, 2010
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Date:
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July
8,
2010
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