Exhibit
10.34


 


THIRD AMENDMENT TO

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


 


THIS THIRD AMENDMENT TO PURCHASE AGREEMENT AND ESCROW
INSTRUCTIONS (“Amendment”) is entered into at San Diego, California as of June
10, 2002, 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 and February
14, 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
Agreement establishes the Purchase Price as $24.50 per square foot of Net
Salable Area of the Land. At the time the Agreement was entered into, the
parties anticipated that the Net Salable Area would be 25.8 acres or 1,123,848
square feet, with the Purchase Price thus expected to be $27,534,276.The
Grading Certifications described below have now been delivered and approved by
Buyer, with the civil engineer certifying that the Net Salable Area is in fact
1,148,879.05 square feet, or 26.37 acres. The parties wish to modify the
Agreement to reflect the actual Purchase Price of $28,147,537.


 


THE PARTIES AGREE:


 


1.                                                                                       Grading
Certifications. Buyer acknowledges that it has received and approved each
of the following Grading Certifications, and agrees that the special condition
of Paragraph 6.1.5 of the Agreement has been satisfied:


 


(a)                                                                                                                                  Determination
of Net Salable Acres, dated April 15, 2002, prepared by Stuart Engineering
(with Area Exhibit);


 


(b)                                                                                                                                 As-Built
Elevations, dated April 15, 2002, prepared by Stuart Engineering (with
Elevation Exhibit), and


 


(c)                                                                                                                                  Final
Report of Testing and Observation Services During Grading, Biosite Project
Fenton Carroll Canyon Technology Center, Lots 1 through 10, Tentative Map No.
98-1199, San Diego, California, dated April 17, 2002, prepared by Geocon
Incorporated.


 


2.                                                                                       Purchase
Price. Based on the Net Salable Area as certified by the civil engineer’s
Grading Certification described in Paragraph 1(a), the parties acknowledge and
agree that the Purchase 


 


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Price shall be
Twenty-Eight Million One Hundred Forty-Seven Thousand Five Hundred Thirty-Seven
Dollars ($28,147,537).


 


3.                                                                                       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.


 


	
  Seller:

  	
  Buyer:

  
	
   

  	
   

  
	
  H. G. FENTON
  COMPANY, a California

  corporation

  	
  BIOSITE
  INCORPORATED, a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Henry F.
  Hunte

  	
   

  	
  By

  	
  /s/ Christopher
  J. Twomey

  	
   

  
	
  Its

  	
  Chairman and CEO

  	
   

  	
  Its

  	
  V.P, Finance and
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Michael P.
  Neal

  	
   

  	
  By

  	
   

  	
   

  
	
  Its

  	
  President and
  C.O.O.

  	
   

  	
  Its

  	
   

  	
   

  



 


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