UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 1

Albany Molecular Research, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

012423109

(CUSIP Number)

Lauro Cinquantasette S.p.A.

Via del Lauro, 7

20121 Milano, Italy

Attention: Enrico Ricotta

+39-02-8695221

Lauro Quarantotto S.p.A.

Via del Lauro, 7

20121 Milano, Italy

Attention: Marco Carotenuto

+39-02-8695221

Clessidra S.G.R. S.p.A.

Via del Lauro, 7

20121 Milano, Italy

Attention: Riccardo Bruno

+39-02-8695221

With copies to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Maurizio Levi-Minzi, Esq.

(212) 909-6306
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

August 5, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

(Continued on following pages)

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D (the “Statement”) initially filed by the Reporting Persons on July 18, 2016. Information reported in the Statement remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Statement.

Item 4.  Purpose of the Transaction.

The third paragraph of Item 4 of the Statement is hereby amended and replaced in its entirety as follows:

“Lauro 57 acquired the Common Stock of the Issuer in the Transaction for investment purposes. Subject to the provisions of the Lauro 57 Shareholders Agreement, the Amended Lauro 57 Shareholders Agreement, the Registration Rights and Lock-Up Agreement (as defined below in Item 6) and the Stockholders Agreement (as defined below in Item 6), in connection with the Reporting Persons’ ongoing evaluation of this investment and upon future developments (including the performance of the Common Stock in the market, the attractiveness of alternative business and investment opportunities, the ongoing evaluation of the Issuer’s business, financial condition, operating results and prospects and general stock market and economic conditions), the Reporting Persons (directly or indirectly) (i) may from time to time dispose of all or a portion of the Common Stock acquired pursuant to the Transaction, (ii) may or may not in the future seek to acquire, alone or in conjunction with others, additional shares of Common Stock of the Issuer, through open market purchases, negotiated transactions, tender offer, merger or otherwise or (iii) may or may not change such Reporting Person’s intention with respect to any or all of the matters referred to in this Item 4. Future purchases will depend on market, business and economic conditions, availability of capital, factors relating to the Issuer (including the market price of Common Stock) and other factors that the Reporting Persons may consider relevant. Future sales will depend on the factors set forth above. There can be no assurance that the Reporting Persons will (directly or indirectly) purchase any additional shares of Common Stock or dispose of any shares of Common Stock.”

Item 4 of the Statement is further hereby amended and supplemented as follows:

“Amended Lauro 57 Shareholders Agreement.

The parties to the Amended Lauro 57 Shareholders Agreement agree that, upon the Effective Date, any sale of the Issuer’s Common Stock held by Lauro 57 for consideration less than fourteen U.S. dollars ($14.00) per share requires the approval of more than seventy percent (70%) of the shareholders holding Lauro 57’s total capital stock. Additionally, following the expiration of the lock-up period provided in the Stockholders Agreement and the Registration Rights and Lock-Up Agreement, the Lauro 57 shareholders agree to cause Lauro 57’s board of directors to resolve to sell the Issuer’s Common Stock held by Lauro 57, in whole or in part, for the purpose of maximizing value, taking into account not only the interest of Lauro 57, but also that of each of the Lauro 57 shareholders. If Lauro 57 still holds any of the Issuer’s Common Stock on January 11, 2019, the Lauro 57 shareholders agree to cause the transfer of such Common Stock proportionally to the Lauro 57 shareholders.

The foregoing description of the Amended Lauro 57 Shareholders Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement. A copy of the Amended Lauro 57 Shareholders Agreement, listed as Exhibit 7.8 hereto, is incorporated herein by reference.

To the extent that the parties to the Amended Lauro 57 Shareholders Agreement may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other shareholder parties to the Amended Lauro 57 Shareholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.”

Item 5. Interest in Securities of the Issuer.

Item 5(b) of the Statement is hereby amended and supplemented as follows:

“On August 5, 2016, the shareholders of Lauro 57 entered into a Patto Parasociale Consolidato (i.e., a Shareholders Agreement) to amend and replace the Lauro 57 Shareholders Agreement and implement and supersede the Memorandum of Understanding (the “Amended Lauro 57 Shareholders Agreement”) upon the earlier of (i) the date of the meeting of the Lauro 57 shareholders pursuant to paragraph 2.1.7 of the Amended Lauro 57 Shareholders Agreement and (ii) September 30, 2016 (the “Effective Date”). Upon the Effective Date, each of Lauro 48 and Mandarin will have the right to appoint a director to Lauro 57’s three member board of directors and each such director must approve any action of Lauro 57’s board of directors, including any disposition of the Issuer’s Common Stock held by Lauro 57. Upon the Effective Date, no shareholder of Lauro 57 will have any “drag along” rights under the Amended Lauro 57 Shareholders Agreement.

The foregoing description of the Amended Lauro 57 Shareholders Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement. A copy of the Amended Lauro 57 Shareholders Agreement, listed as Exhibit 7.8 hereto, is incorporated herein by reference.

To the extent that the parties to the Amended Lauro 57 Shareholders Agreement may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other shareholder parties to the Amended Lauro 57 Shareholders Agreement, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties.”

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The first paragraph of Item 6 is hereby amended and replaced in its entirety as follows:

“The information set forth or incorporated in Items 2, 3, 4 and 5 (including the information concerning the Share Purchase Agreement, the Lauro 57 Shareholders Agreement and the Amended Lauro 57 Shareholders Agreement) is incorporated into this Item 6 by reference.”

Item 7.  Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 8, 2016

EXHIBIT 7.8

SHAREHOLDERS’ AGREEMENT

AMONG

(Lauro Quarantotto, Mandarin, Giasone, Guida, Bema, PEP, PEP SpA, Idea, Paola Poli, Guido Puricelli, Roberto Carinelli, Laura Carinelli, Elena Maria Letizia Carinelli, Claudio Massimo, Silvia Angelina Poli and Valeria Puricelli hereinafter, collectively, the “Parties”)

WHEREAS:

NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING, IT HAS BEEN AGREED AS FOLLOWS:

The Board of Directors of Lauro 57 will be composed of 3 (three) members, designated as follows:

The Chairman of the Board of Directors of Lauro 57 will be the director designated by Lauro Quarantotto. The Chairman of the Board of Directors of Lauro 57 will be granted with powers of ordinary administration at the first meeting of the Board.

Pursuant to the shareholders’ meetings of Lauro 57, the Industrial Shareholders decided to designate Mr. Alberto Nanni as director to be appointed pursuant to point (iii) above. Should Mr. Alberto Nanni cease from his office as director of Lauro 57, for any reason whatsoever, the Industrial Shareholders will designate another director, pursuant to point (iii) above and pursuant to the procedure agreed among the same Industrial Shareholders - in separate agreements aimed at regulating exclusively such procedure of designation- and, in any case, without prejudice to the following provisions.

Should any of the Shareholders (or, in case of jointly designation, any group of Shareholders) not designate its candidates, as provided hereabove, in due time before the relevant resolution of the shareholders’ meeting convened for the appointment of the Board of Directors of Lauro 57, then the appointment of such members, who have not been designated pursuant to the procedure described hereabove, shall be submitted to the resolution of the shareholders’ meeting, voting with the majorities required for the resolutions of the ordinary shareholders’ meeting (assemblea dei soci in sede ordinaria).

The Parties agree that each director of the Board of Directors of Lauro 57 shall be granted with an aggregate yearly compensation equal to the compensation currently granted to the directors now in office.

Each Shareholder will be entitled to replace its designated member(s) of the Board of Directors of Lauro 57 pursuant to Paragraph 2.1.1 above, upon expiration of his/her office as well as during the term of his/her office, by requesting the revocation of such designated director.

If any Shareholder intends to revoke its designated directors pursuant to Paragraph 2.1.1 above:

Therefore, none of the Shareholders will be required to resolve upon the revocation of a director as long as the Shareholder requesting such resolution has not undertaken, with a specific written declaration, to indemnify and hold harmless the company and the other Parties against any claims and/or actions which may be brought by the revoked director as a consequence of such revocation.

As for the directors jointly designated by more Shareholders, the provisions hereabove shall apply only to the extent that the request for the replacement of a director is submitted (and the undertaking to indemnify and hold harmless is given) jointly by all the Shareholders who are entitled to designate such director pursuant to Paragraph 2.1.1 above.

The Shareholders will meet periodically and at least every four months to be updated with respect to the management and the business activities of Lauro 57 in relation to AMRI Shares and the Promissory Notes. Such meetings will be convened by Lauro Quarantotto, with a prior notice of at least 8 Bank Business Days, within the 15^th (fifteenth) day of every four months period starting from September 2016, or in any case if required by any of the Shareholders.

These meetings can be attended by the Shareholders (also by their representatives or attorney-in-fact) and also by any third party attending as listener, to the extent admitted to the meeting with the unanimous consent of the Shareholders attending the meeting.

The meetings will be chaired by the person representing the Shareholder Lauro Quarantotto.

If required by one or more Shareholders, the minutes of the meeting providing for the detailed agenda will be drafted by the chairman of such meeting.

The same commitment is undertaken by Paola Poli, Giasone, Guiva, Bema and Guido Puricelli with respect to such director of Lauro 57 designated by the latter in execution of the First SHA.

The Board of Statutory Auditors of Lauro 57 shall be composed of no. 5 (five) members, of which no. 3 (three) as effective statutory auditors and no. 2 (two) as alternate members, designated as follows:

Should any of the Shareholders (or, in case of jointly designation, of a group of Shareholders) not designate its candidates, as provided hereabove, in due time before the relevant resolution of the shareholders’ meeting convened for the appointment of the Board of Statutory Auditors, then the appointment of such members, who have not been designated pursuant to the provisions above, shall be submitted to the shareholders’ meeting, which will resolve with the majority required for the resolutions of the ordinary shareholders’ meeting (assemblea dei soci in sede ordinaria).

The members of the Statutory Auditors shall be granted with compensation equal to the compensation currently granted to the statutory auditors now in office.

The shareholders’ meeting of Lauro 57 shall be validly held and shall resolve upon with the attendance and the favorable vote of shareholders representing at least 65% (sixty-five percent) of the share capital in ordinary shareholders’ meetings (assemblee dei soci in sede ordinaria) and at least 70% (seventy percent) of the share capital in extraordinary shareholders’ meetings (assemble dei soci in sede straordinaria).

The special meetings of the holders of different classes of shares are held and convened to resolve upon the decisions concerning the same, pursuant to Article 2376 of the Italian Civil Code, provided that the followings transactions are not considered detrimental for none of the classes of shares: (i) any resolutions on share capital increases providing for the issuance of new shares of the same classes of shares already issued, which do not maintain the current proportion among such classes; and (ii) the automatic conversion of shares into different classes of shares performed pursuant to the by-laws. Within the special shareholders’ meetings of the different classes of shareholders, each Shareholder undertakes (a) not to adopt any resolution (or, in any case, exercise the voting right) in breach of the provisions set forth under this New Agreement and (b) to vote in favor of the resolutions on any matters which have been previously approved by the shareholders’ meeting (whether in ordinary or extraordinary session) of Lauro 57.

The Parties, each of them as it may concern, undertake to (i) cause an ordinary and extraordinary Shareholders’ Meeting to be held following the execution of this New Agreement and, in any case, no later than September 30, 2016, in order to resolve upon the appointment of a new Board of Directors of Lauro 57, in accordance with the provisions set forth under Paragraph 2.1.1 above, and the amendment of Lauro 57’s by-laws for the purposes of mirror, to the maximum extent allowed by the applicable laws, the provisions of this New Agreement (the “New Lauro 57 By-Laws”); and (ii) attend such meeting and vote in favor of the adoption of the resolutions mentioned under point (i) above.

The Parties undertake not to resolve, throughout the entire duration of this New Agreement, in favor of any amendment whatsoever to the New Lauro 57 By-Laws, except for any amendment required in order to comply with mandatory provisions of law.

The Parties acknowledge and agree that the provisions set forth in the New Lauro 57 By-Laws shall mirror, to the maximum extent possible pursuant to the applicable laws, the provisions of this New Agreement.

The Parties acknowledge that in case of any conflict between the provisions set out under this New Agreement –which the Parties acknowledge containing a more detailed and accurate regulation of their understanding – and the provisions set out in the New Lauro 57 By-Laws, the provisions set out hereunder shall prevail, during the entire duration of this New Agreement.

Insofar as it may be necessary and without prejudice to the obligation of the Parties to attend the abovementioned Shareholders’ Meeting of Lauro 57 and to vote in favor of the adoption of the New Lauro 57 By-Laws, the Parties, each of them as it may concern, undertake not to exercise (and to cause their subsidiaries or affiliates not to exercise) their respective right of withdrawal from Lauro 57 pursuant to and for the purposes of Articles 2437 and following of the Italian Civil Code, as a consequence of the approval of the amendments to Lauro 57 by-laws under this Paragraph 2.1.7.

Any transfer of the shareholdings, directly or indirectly, held in the share capital of Lauro 57 may not be performed, if the transferee of the shareholding has not executed, at the same time, a deed of adherence to this New Agreement in the form attached hereto under Annex 3.1.1 (the “Deed of Adherence”) and an original of said Deed of Adherence, duly executed by the relevant parties, has not been sent to all Parties (provided that, in the event of partial transfers of the shareholdings and following each transfer, the transferor and all its transferees shall be considered as one single party for the purposes of this New Agreement).

Any transfer, for or without a consideration, pursuant to the paragraph above, that any of the Parties should intend to perform shall be subject to the prior approval of Lauro Quarantotto and of Mandarin (or, in the event of a transfer by Lauro Quarantotto or by Mandarin, the prior approval of either Mandarin or Lauro Quarantotto, as the case may be), which may not be unreasonably withheld.

Any Shareholder that intends to sell or transfer, in whole or in part, through inter vivos transactions, its shareholding in the share capital of Lauro 57 (the “Transferring Shareholder”), shall communicate the relevant offer to all other Shareholders by registered letter with return receipt (the “Offer Notice”) and each of the Shareholders shall have a pre-emption right for the purchase of such shareholding (the “Beneficiaries of the Pre-Emption” – namely all Shareholders other than the Transferring Shareholder). For the purposes of this Paragraph, the expression “inter vivos transaction” shall include all transfers, in the broadest meaning possible and, therefore, in addition to the sale and purchase, by way of example and without any limitation, exchange agreements, contributions into companies, dation in payment and donations.

Each Beneficiaries of the Pre-Emption shall have a pre-emption right pro-quota proportional to the shareholding respectively held in the share capital of Lauro 57, it being understood that in case one or more Beneficiaries of the Pre-Emption do not exercise their pre-emption right, such right will automatically and proportionally increase in favor of each Beneficiary of the Pre-Emption which exercises the pre-emption right (diritto di accrescimento) (the “Option to Increase”).

The Offer Notice shall contain the details of the transferee and the conditions of the transfer, among which, in particular and without limitation, the shareholding to be transferred, the relevant percentage of the share capital, the price, the methods of payment and any other provision setting forth obligations and/or costs to be borne by the parties.

In the event that any of the Beneficiaries of the Pre-Emption intends to exercise its pre-emption right, such Beneficiary of the Pre-Emption shall deliver to the Transferring Shareholder a written notice of exercise of the pre-emption right indicating the shareholding that it intends to purchase (the “Pre-Emption Right Notice”), by registered letter with return receipt to be sent no later than the 30^th (thirtieth) Bank Business Day following the date of receipt of the Pre-Emption Right Notice (the “Pre-Emption Right Term”).

In the event that the Transferring Shareholder receives the Pre-Emption Right Notice only by certain and not all the Beneficiaries of the Pre-Emption, within the 3^rd (third) Bank Business Day following the expiration of the Pre-Emption Right Term, the Transferring Shareholder shall inform the Beneficiaries of the Pre-Emption that have sent the Pre-Emption Right Notice, by serving a written notice by registered letter with receipt return, that certain Beneficiaries of the Pre-Emption did not send any Pre-Emption Right Notice.

In such case, in the event that the Beneficiaries of the Pre-Emption which exercised their pre-emption right intend to exercise their Option to Increase, they shall inform in writing the Transferring Shareholder by registered letter with return receipt (the “Option to Increase Notice”) to be sent no later than the 5^th (fifth) Bank Business Day following the receipt of the notice relating to the Option to Increase (the “Option to Increase Term”). The shareholding indicated in the Offer Notice shall be transferred no later than the 30^th (thirtieth) Bank Business Day following: (i) the date of receipt of the last Pre-Emption Right Notice, in case all Beneficiaries of the Pre-Emption exercise their pre-emption right in accordance with the provisions set forth above, or (ii) in the even that certain and not all Beneficiaries of the Pre-Emption exercise their pre-emption right, upon the expiration of the Option to Increase Term, it being understood that, should the sworn appraisal (relazione giurata) of the expert be required pursuant to the provisions set forth below, the transfer of the shareholding from the Transferring Shareholder to the Shareholder/s having exercised its/their pre-emption right will occur no later than the 30^th (thirtieth) Bank Business Day following the date of the sworn appraisal (relazione giurata) prepared by the expert appointed by the Court.

In the event that none of the Beneficiaries of the Pre-Emption exercises the relevant pre-emption right in accordance with the terms and conditions set forth above, the Transferring Shareholder shall be entitled to transfer its entire shareholding to the purchaser indicated in the Offer Notice no later than the 30^th (thirtieth) Bank Business Day following the expiration of the term for the exercise of the pre-emption right, otherwise the procedure for the exercise of the pre-emption right shall be repeated again.

In the event that the transfer occurs without any consideration or with a consideration in kind (i.e. not in cash) (the “Transfer without Consideration”), the price of the transfer shall be mutually agreed by the Transferring Party and by the Beneficiaries of the Pre-Emption. Should the party not reach an agreement within 20 (twenty) Bank Business Days following the receipt of the Offer Notice, then the price for the sale and purchase between the Transferring Shareholder and the Shareholders which did not reach an agreement (the “Dissenting Shareholders”) will be determined on the basis of an sworn appraisal (relazione giurata) prepared by an expert appointed by the Court of Milan, upon request by the most diligent party; the expert shall evaluate with a “fair evaluation” (equo apprezzamento) the value of the shareholding to be transferred, applying methods of evaluation commonly used in the standard market practice. The expert shall deliver its sworn appraisal (relazione giurata) to the Transferring Party and to the Dissenting Shareholders within 20 (twenty) Bank Business Days from the acceptance of the appointment.

The costs related to the activities of the expert shall be equally borne by the Transferring Shareholder, on one side, and by the Dissenting Shareholders, on the other side, the latter proportionally to their respective shareholding.

The determination shall be binding for the Transferring Shareholder and the Dissenting Shareholders, without prejudice to the withdrawal right set forth below. The Transferring Shareholder and the Dissenting Shareholders shall have the right not to complete, respectively, the sale or purchase of the shareholding, by serving written notice by registered letter with return receipt to the relevant Shareholders no later than the 10^th (tenth) Bank Business Days following the receipt of the appraisal. In such case, the procedure for the exercise of the pre-emption right shall be deemed extinguished, it being understood that, in such case, the expenses related to the expert’s activities shall be entirely borne by the withdrawal party/ies (if more than one, equally among the withdrawal parties).

In case of transfer of the bare ownership (nuda proprietà) and transfer or creation of rights in rem (also as guarantee) on the shareholding, such as, by way of example and without limitation, usufruct or pledge, the Transferring Shareholder or the pledgor shareholder shall keep the voting right. Upon cancellation of the usufruct or any other right of the shareholder, whereby the transferee becomes full owner or acquire the voting right, the shareholding shall be subject to a pre-emptive right, applying mutatis mutandis the provisions set forth above for the Transfer without Consideration.

The provisions set forth under Paragraph 3.2.1 above shall apply, mutatis mutandis, to any inter vivos transactions carried out by any Ultimate Shareholders with respect to any direct or indirect shareholdings held by the same in the share capital of the Shareholder respectively controlled by such Ultimate Shareholder.

In particular, should one of the Ultimate Shareholders intend to sell or transfer, inter vivos, in whole or in part, its direct or indirect shareholding in the share capital of the Shareholder controlled by the same (the “Transferring Ultimate Shareholder”), then the latter shall offer to each Beneficiaries of the Pre-Emption to purchase a shareholding in the share capital of Lauro 57, proportionally equal to the direct or indirect shareholding (on a fully diluted basis) held in the share capital of the Shareholder controlled by the same Transferring Ultimate Shareholder (the “Indirect Shareholding”).

Each Beneficiaries of the Pre-Emption shall be entitled to exercise the above mentioned pre-emption right, pro-quota, proportionally to the shareholdings owned by each Beneficiaries of the Pre-Emption in the share capital of Lauro 57, without prejudice to the Option to Increase in case one or more of the Beneficiaries of the Pre-Emption do not exercise the pre-emption right.

The purchase price of the shareholdings subject to the pre-emption right (the “Indirect Shareholding Price”) will be determined by - unless otherwise agreed in writing between the Transferring Ultimate Shareholder, on one side, and all the Beneficiaries of the Pre-Emption who have served the Offer Notice, on the other side - a primary investment bank jointly appointed by the Transferring Ultimate Shareholder and the other/s involved Beneficiary/ies of the Pre-Emption.

In case of disagreement in relation to the investment banking institution to be appoint under this Paragraph 3.4.1. within the 10^th (tenth) Bank Business Day following the receipt of the Offer Notice, the Transferring Ultimate Shareholder or each of the involved Beneficiaries of the Pre-Emption may require, within the following 10 (ten) business days, Chairman of the Court of Milan to appoint such bank by the (the bank as mutually agreed or appointed by the Chairman of the Court of Milan, hereinafter, the “Bank”).

The Bank shall determine the Indirect Shareholding Price applying criteria generally used in standard market practice.

The costs and expenses of the Bank shall be borne in equal shares between the parties who have caused the appointment of the Bank.

The Bank shall provide - promptly and in any case no later than 15 (fifteen) Bank Business Days following the relevant appointment - the Transferring Ultimate Shareholder and the relevant Beneficiary/ies of the Pre-Emption with a written report containing the determination of the Indirect Shareholding Price and the principles and methods of calculation applied by the Bank for such determination (the “Report”).

The determination of the Indirect Shareholding Price by the Bank, except for the case of willful misconduct (dolo) or evident error (errore manifesto), shall be final and binding for the Transferring Ultimate Shareholders and for the other/s relevant Beneficiary/ies of the Pre-Emption.

No later than the 10^th (tenth) Bank Business Day following the receipt of the Report, both the Transferring Ultimate Shareholder and each Beneficiary of the Pre-Emption shall have the right not to complete, respectively, the sale or the purchase, by serving written notice by registered letter with return receipt to the Transferring Ultimate Shareholder and/or to the others Beneficiaries of the Pre-Emption (as the case may be).

In such case all the pre-emption procedure shall be considered extinguished, without prejudice to the fact that in such case, all the expenses related to the Bank’s activities shall be entirely borne by the withdrawing part/s (if more than one, in equal shares).

Without prejudice to the above, within the 10^th (tenth) Bank Business Day following the receipt of the Report, the transfer of the Indirect Shareholding shall be consummated and, for such purposes, the Transferring Ultimate Shareholder shall carry out, and shall cause to be carried out, all fulfillments necessary for transfer of the Indirect Shareholding in favor of the Beneficiary/ies of the Pre-Emption who has/ve exercised the relevant pre-emption right.

The provisions set forth under Paragraph 3.1 and 3.2 above will not apply to the following cases:

(x) any transfers of shareholdings owned by the Shareholders in the share capital of Lauro 57 to any companies directly or indirectly controlled by such transferring Shareholders or controlling such Shareholders or controlled by the same company which control the transferring Shareholders (belonging to the same group of the transferring Shareholders);

and

(y) any transfers by one of Lauro Quarantotto, Mandarin, PEP, PEP SpA or Idea to: (1) any funds or investment schemes directly or indirectly managed by such transferring Shareholder or (2) any investors of the fund or investment schemes of such transferring Shareholder for the purposes of distribution of the assets of such fund or investment schemes.

The above mentioned provisions under point (x) and (y) are subject to the following conditions:

and provided that

It is agreed that, upon expiration of the lock-up period provided under the stockholders’ agreements entered into by Lauro 57 and AMRI, the Parties, each of them as it may concern, shall cause the Board of Directors of Lauro 57 to resolve, with the voting majorities set forth under Paragraph 21.4 (i) above, the sale, in whole or in part, of the AMRI Shares for the purpose of maximizing the value, taking into due account not only the interest of Lauro 57 but also that of each of the Parties.

For this purpose, the Parties, each of them as it may concern, shall cause that the Board of Directors of Lauro 57 will take into account the trend of the listing price of the AMRI Shares over the months preceding the resolution as well as the estimated prospective trend of such value.

In any case, it is understood that the possible sale of the AMRI Shares for a consideration lower than USD 14 per share could be resolved by the Board of Directors of Lauro 57 only upon prior resolution passed by the Shareholders’ meeting with the favorable vote of Shareholders representing more than 70% of the share capital of the same Lauro 57.

The Parties, each of them as it may concern, shall cause that the considerations paid to Lauro 57 for each sale of the AMRI Shares set forth under this Paragraph 4.1 will be distributed, without delay to the Parties, proportionally to their relevant direct or indirect shareholdings in the share capital of Lauro 57, net of the relevant expenses borne for such distribution and in compliance with any applicable provision of law. For this purpose, the Parties, each of them as it may concern, will therefore cause the Board of Directors of Lauro 57 to adopt the relevant resolutions.

Upon expiration of the term set on January 11, 2019, in the event Lauro 57 is still the owner of AMRI Shares, the Parties, each of them as it may concern, will cause the transfer of such shares without delay to the Parties, proportionally to their relevant direct or indirect shareholdings in the share capital of Lauro 57, in compliance with any applicable provision of law and with the technical modalities that will result to be more efficient and that may include, without limitation, a partial demerger of Lauro 57, the partial withdrawal of the Shareholders or the distribution of a dividend in kind to the same Shareholders.

For the purposes set forth under this Paragraph 4.2, the Parties shall cause, each of them as it may concern, the Board of Directors of Lauro 57 to convene the Shareholders’ meeting proposing the most appropriate solution. Should the Shareholders’ meeting not resolve upon the solution proposed by the Board of Directors, then the Parties, each of them as it may concern, will cause the latter to request an appropriate appraisal by an independent expert to be submitted to a following Shareholders’ meeting. It is understood that, should also this second Shareholders’ meeting not resolve upon the solution proposed by the Board of Directors, this fact will be deemed as a winding-up cause of Lauro 57 pursuant to Article 2484, paragraph 1, no. 3, of the Italian Civil Code, with any relevant consequences provided for by the law.

In consideration of the completion of the Euticals Sale, the Parties, each of them as it may concern, shall cause the Board of Directors of Lauro 57 to distribute without delay to the Parties, proportionally to their direct or indirect shareholdings in the share capital of Lauro 57, the cash amount arising from the release, even partial, of the Escrow Account and/or from the reimbursement, even partial, of the Promissory Note, as well as any further cash amount paid to Lauro 57 pursuant to the SPA and its ancillary agreements.

The provision set forth under Paragraph 2.1.7 above will be immediately effective among the Parties from the Signing Date, while any other provisions of this New Agreement will be effective from the earlier of (the “Effective Date”) (i) the date of the Shareholders’ meeting of Lauro 57 pursuant to Paragraph 2.1.7 above and (ii) the date of September 30, 2016. The duration of the New Agreement is five years starting from the Effective Date.

By executing this New Agreement, the Parties agree upon the mutual termination and the abrogation of the entire First SHA which shall be deemed, therefore, entirely novated and replaced by this New Agreement and without any effects among the Parties, starting from the Effective Date.

Any amendment to this New Agreement shall not be valid and binding unless executed in writing by all the Parties. Any waiver with respect to any provision of, or any right arising out of, this New Agreement shall not be deemed or be construed as a waiver in respect of any other provision unless expressly provided therein in the context of said waiver. Any waiver made by a Party to a right to which it was entitled to under this New Agreement shall not be deemed as a final waiver of such right, but rather as a waiver limited to that specific circumstance in which it occurred.

Each Party represents and warrants that no further shareholders’ agreement or understanding, other than this New Agreement, is currently in force among the Parties or among some of them. This New Agreement sets forth the entire agreement among the Parties with respect to their relationships as shareholders of Lauro 57 as well as to the management and corporate governance of Lauro 57. The Parties undertake not to individually execute with one or more of the other Parties further agreements or understandings in addition to those set forth in this New Agreement or in conflict with the provisions of this New Agreement.

The foregoing shall not apply in relation to the agreement entered into by and between the Industrial Shareholders pursuant to Paragraph 2.1.1 above and to any agreements among all or some of the Parties concerning the directors and managers of Lauro 57 and the director to be designated in the board of directors of AMRI, including, without limitation, agreements providing for bonus or incentives in favor of these latter.

Any of the provisions of this New Agreement which shall be or become illegal, invalid or unenforceable, it shall be removed from the New Agreement and be deemed as unenforceable to the extent of such illegality, invalidity or unenforceability, and shall under no circumstances affect, to the extent permitted by law , the other provisions of this New Agreement.

This New Agreement is binding and effective vis-à-vis the Parties and their respective transferees and successors, without prejudice to the provisions of Paragraph 3.3 above. This New Agreement and any rights and obligations of the Parties relating thereto shall not be assigned by any of the Parties without the prior written consent of all the other Parties.

All notices required or permitted by the provisions of this New Agreement shall be in writing and will be deemed as effectively and validly served upon receipt of the same, if made by letter or telegram, or, if made by fax, upon successful transmission of the confirmation written receipt issued by the fax machine, provided in any case that it has been addressed as follows:

Lauro Quarantotto S.p.A.

c/o CLESSIDRA SGR S.p.A.

Via del Lauro n. 7

20121 Milano

Fax no: +39 02869522522

To the attention of: Mr. Marco Carotenuto

with copy to:

Mr. Francesco Tedeschini and Mr. Corrado Canziani

Studio Legale Chiomenti

Via Verdi n. 2

20121 Milano

Fax no: + 39 0272157228

Mandarin Capital Partners Secondary S.c.a. SICAR

Rue Jans Antoine, 10
L-1820 Luxembourg (Grand Duché du Luxembourg)

Grand Duché du Luxembourg

c/o Mandarin Advisory S.r.l.

C.so Porta Nuova 3

20121 Milano

Fax no: +39 02 86998148

To the kind attention of: Mr. Enrico Ricotta and Mr. Matteo Sessi

Paola Poli

Via De Amicis 23

20121 Milano

Fax no: +39 0286998148

c/o

Studio Legale Gianni, Origoni, Grippo, Cappelli & Partners

Piazza Belgioioso 2

20121 Milano

alla c.a.: Avv. Alberto Nanni

Fax: +39 0276009628

Giasone Srl

Vicolo Bellani, 1

20052 Monza

Fax no: +390392301909

To the kind attention of: Mr. Claudio Cafaro

Guiva Italia S.r.l.

Viale Montenero 70

20135 Milano

Fax no: +390229005675

To the kind attention of: Mr. Guido Puricelli

Immobiliare Bema S.r.l.

Via Pietro Mascagni, 9

20122 Milano

Fax no: +390229005675

To the kind attention of: Mr. Claudio Massimo and Ms. Alessandra Santi

Private Equity Partners Società di Gestione del Risparmio S.p.A.

Via degli Omenoni, 2

20121 Milano

Fax no: 02 8052321

To the kind attention of: Mr. Giovanni Campolo and Ms. Alessandra Stea

Private Equity Partners S.p.A.

Via degli Omenoni, 2

20121 Milano

Fax no: 02 8052321

To the kind attention of: Mr. Giovanni Campolo and Ms. Alessandra Stea

Idea Capital Funds Società di Gestione del Risparmio S.p.A.

Via Brera 21

20121 Milano

Fax no: 02 29066320

To the kind attention of: Mr. Paolo Ceretti

Guido Puricelli

Via Corno di Cavento, 17

20100 Milano

Fax no: +390229005675

or to the different person at the different address or fax number, included within the territory of the Republic of Italy, which either Party may notify to the other following the date of this New Agreement in accordance with the provisions above, it being understood that at the aforesaid addresses or at the different addresses that may be notified hereafter, the Parties also elect their domicile for all purposes related to this New Agreement, including for the purposes of any legal and judicial notifications.

Each Party shall bear and pay its respective fees and expenses (including, without limitation, all legal and advisor fees and expenses) incurred in connection with this New Agreement. Any expenses related to the communication/publication of this New Agreement, in the cases provided by law, shall be equally shared among all the Parties of this New Agreement.

The Parties shall agree in advance upon any public announcement and/or press release related to the execution of this New Agreement, its content and/or the performance and fulfilment of the provisions contemplated herein, in compliance with the obligations required by the applicable law or by any competent authority.

Without prejudice to the foregoing, each Party undertakes to keep strictly confidential the content of this New Agreement, as well as any confidential information disclosed to any during the negotiations related to this New Agreement or during the performance/fulfillment of the activities provided therein, and therefore undertakes not to disclose such confidential information to third parties (except for its directors, employees, advisors and auditors, provided that these latter are required to comply with confidentiality obligations and in any case to the extent strictly necessary for the implementation of this New Agreement), without the prior written consent of the other Parties.

This New Agreement shall be governed by, and construed and interpreted in accordance with, Italian law, excluding any reference to foreign laws or jurisdictions.

Any dispute among the Parties arising out of or connected with this New Agreement shall be submitted to the exclusive jurisdiction of the Court of Milan.

ANNEX 1.2

Ultimate Shareholders and control chain

EXHIBIT 7.9

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D (including any and all amendments thereto) to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.

Date: August 8, 2016