Exhibit
10.35


 


FOURTH
AMENDMENT TO

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


 


THIS FOURTH AMENDMENT TO PURCHASE AGREEMENT AND ESCROW
INSTRUCTIONS (“Amendment”) is entered into at San Diego, California as of
January 24, 2003, between H. G. FENTON COMPANY, a California corporation which
acquired title as H. G. Fenton Material Company (“Seller”), and BIOSITE
INCORPORATED, a Delaware corporation (“Buyer”), with reference to the following


 


R E C I
T A L S:


A.                                                                                   Seller
and Buyer are the parties to a Purchase Agreement and Escrow Instructions dated
as of December 7, 2001 and previously amended as of February 12, February 14,
and June 10, 2002 (“Agreement”), relating to certain real property in the
Carroll Canyon area of San Diego, California as depicted on Exhibit A to
the Agreement (“Land”). Initially capitalized terms not otherwise defined in
this Amendment have the same meanings as in the Agreement, as previously
amended. Pursuant to the Agreement, the parties have established Escrow No.
51943-PM with Stewart Title of California, Inc. as Escrow Holder.


 


B.                                                                                     The
Latest Closing Date under the Agreement as previously amended is currently
March 31, 2003. The parties wish to extend the Latest Closing Date by one
month.


 


THE PARTIES AGREE:


 


1.                                                                                       Extension
of Latest Closing Date. The parties agree that the definition of Latest
Closing Date shall be modified to read as follows:


 


“Latest Closing Date” means April 30, 2003,
which shall be extended day-for-day, to a maximum extension of six (6) months,
for each day of Unavoidable Delay that is caused by restrictions on grading or
other Pre-Closing Improvements incident to storm-water runoff requirements.


 


2.                                       Other
Matters of Agreement.


 


(a)                                                                                                                                  This
Amendment may be executed in any number of counterparts, each of which will be
deemed to be an original, but all of which together will constitute one
instrument.


 


(b)                                                                                                                                 Except
to the extent modified hereby, all provisions of the Agreement as previously
amended shall remain in full force and effect.


 


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  Seller:

  	
  Buyer:

  
	
   

  	
   

  
	
  H. G. FENTON
  COMPANY, a California

  corporation

  	
  BIOSITE
  INCORPORATED, a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   /s/ Michael P. Neal

  	
   

  	
  By

  	
   /s/ Christopher J. Twomey

  	
   

  
	
  Its

  	
   President and CEO

  	
   

  	
  Its

  	
   V.P. Finance and CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   /s/ Allen Jones

  	
   

  	
  By

  	
   

  	
   

  
	
  Its

  	
   Vice President

  	
   

  	
  Its

  	
   

  	
   

  



 


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