Technology Development Incentive Plan

ALBANY MOLECULAR RESEARCH, INC.

AMENDED AND RESTATED

TECHNOLOGY DEVELOPMENT INCENTIVE PLAN

Section 1 . Purpose . This Amended Technology Development Incentive Plan (the "Plan") is adopted, pursuant to Section 11 of the Technology Development Incentive Plan as revised on October 14, 2003, as a performance incentive for employees of Albany Molecular Research, Inc. and its subsidiaries (the "Company") to stimulate and encourage the development of novel and innovative technology. The Plan shall become effective on June 4, 2007.

Section 2 . Administration . The Plan shall be administered by a committee (the "Administrator") the members of which shall be the Chief Executive Officer of the Company, the Chief Financial Officer of the Company and such employees as shall be determined by the Board of Directors of the Company. Action by the Administrator with respect to the Plan shall require the affirmative vote of a majority of all of the committee92s members and any disputes shall be resolved by the Chief Executive Officer. All determinations made by the Administrator shall be final and binding upon all Participants.

Section 3 . Participants . Any employee of the Company shall be eligible to participate in the Plan (each a "Participant"). Any Participant who is determined by the Administrator to meet the qualifications outlined in Section 7 below shall be entitled to receive technology incentive compensation ("TIC") in accordance with this Plan. Notwithstanding the existence of this Plan, the Company shall own all right, title and interest in any Intellectual Property developed by any Participant during such Participant92s employment with the Company as further described in the Employee Innovation, Proprietary Information and Post-Employment Activity Agreement.

For purposes of this Plan (a) "Intellectual Property" shall mean inventions, Patent Rights, copyrights, manufacturing processes, or related matter; and (b) " Patent Rights" shall mean all rights in inventions or discoveries covered by invention disclosures, patents, patent applications, patent extensions, certificates of invention and applications for certificates of invention, or other equivalent property rights in the U.S. or any other country, together with any originals, provisionals, divisionals, continuations or continuations-in-part which name an employee of the Company as either sole or joint inventor.

Section 4 . Project Initiation :

(a) In order to be eligible for TIC, each project (a "Project") under which Intellectual Property may be developed must be presented to the Compa ...