On July 27, 2012 the Board of Directors of Albany Molecular Research, Inc. (the "Company") renewed its shareholder rights plan, as set forth in the Shareholder Rights Agreement, dated July 27, 2012, between the Company and Computershare Shareowner Services LLC as Rights Agent (the "Rights Agreement"). The following description of the terms of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement which is attached hereto as an exhibit and is incorporated herein by reference.

Pursuant to the terms of the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a "Right") for each outstanding share of Common Stock of the Company (the "Common Stock") to shareholders of record as of the close of business on July 30, 2012 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth of a share (a "Unit") of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a cash exercise price of $18.25 per Unit (the "Exercise Price"), subject to adjustment, under certain conditions specified in the Rights Agreement and summarized below.

Initially, the Rights are not exercisable and are attached to and trade with all shares of Common Stock outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the Common Stock and will become exercisable upon the earlier of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock, other than as a result of repurchases of stock by the Company or certain inadvertent actions by a shareholder (the date of said announcement being referred to as the "Stock Acquisition Date"), or (ii) the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming the beneficial owner of 15% or more of the outstanding shares of Common Stock (the earlier of such dates being herein referred to as the "Distribution Date").

Notwithstanding the foregoing, with respect to any person who beneficially owns (for purposes of the Rights Agreement) 15% or more of the outstanding shares of Common Stock as of July 27, 2012 (such person being referred to in the Rights Agreement as a "Grandfathered Person"), the Distribution Date will not occur unless such Grandfathered Person has acquired beneficial ownership of shares of Common Stock representing an additional ½% of the outstanding shares of Common Stock.

In the event that a Stock Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive upon exercise that number of Units of Preferred Stock of the Company having a market value of two times the exercise price of the Right (such right being referred to as the "Subscription Right"). In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right (such right being referred to as the "Merger Right"). The holder of a Right will continue to have the Merger Right whether or not such holder has exercised the Subscription Right. Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void.

The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors only until the earlier of
(i) the time at which any person becomes an Acquiring Person or (ii) the expiration date of the Rights Agreement. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.

The Rights Agreement may be amended by the Board of Directors in its sole discretion until the time at which any person becomes an Acquiring Person. After . . .

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 1.02.

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.

On July 27, 2012, the Company issued a press release announcing the renewal of the Rights Agreement. Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 8.01. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(d) Exhibits.

3.1      Amended and Restated Certificate of Designations, Preferences and
         Rights of a Series of Preferred Stock of Albany Molecular Research,
         Inc. classifying and designating the Series A Junior Participating
         Cumulative Preferred Stock., filed as an exhibit to the Company's
         Registration Statement on Form 8-A on July 27, 2012 and incorporated
         herein by reference.

4.1      Shareholder Rights Agreement, dated as of July 27, 2012, between Albany
         Molecular Research, Inc. and Computershare Shareowner Services LLC, as
         Rights Agent, filed as an exhibit to the Company's Registration
         Statement on Form 8-A on July 27, 2012 and incorporated herein by
         reference.

4.2      Amendment No. 2 to Shareholder Rights Agreement, dated as of July 27,
         2012, between Albany Molecular Research, Inc. and Computershare
         Shareowner Services LLC, as Rights Agent (and successor to Mellon
         Investor services LLC), filed as an exhibit to the Company's
         Registration Statement on Form 8-A/A on July 27, 2012 and incorporated
         herein by reference.

99.1     Press Release issued by Albany Molecular Research, Inc. dated July 27,
         2012.