Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

A. (1) List of Financial Statements.

The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K:

Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2012, 2011 and 2010

Consolidated Balance Sheets as of June 30, 2012 and 2011

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2012, 2011 and 2010

Consolidated Statements of Cash Flows for the Years Ended June 30, 2012, 2011 and 2010

Notes to Consolidated Financial Statements for the Years Ended June 30, 2012, 2011 and 2010

Report of Independent Registered Public Accounting Firm

A. (2) Financial Statement Schedules.

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or Notes thereto.

A. (3) Exhibits.

See “Exhibit Index” immediately following signature page.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TECHNE CORPORATION
Date: August 29, 2012/s/ Thomas E. Oland
By: Thomas E. Oland
Its: President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

DateSignature and Title
August 29, 2012/s/ Thomas E. Oland
Thomas E. Oland
Chairman of the Board, President,
Chief Executive Officer
and Director
(principal executive officer)
August 29, 2012/s/ Roger C. Lucas, Ph.D.
Dr. Roger C. Lucas
Vice Chairman and Director
August 29, 2012/s/ Howard V. O’Connell
Howard V. O’Connell, Director
August 29, 2012/s/ Randolph C. Steer, Ph.D., M.D.
Dr. Randolph C. Steer, Director
August 29, 2012/s/ Robert V. Baumgartner
Robert V. Baumgartner, Director
August 29, 2012/s/ Charles A. Dinarello, M.D.
Dr. Charles A. Dinarello, Director
August 29, 2012/s/ Karen A. Holbrook, Ph.D.
Dr. Karen A. Holbrook, Director
August 29, 2012/s/ John L. Higgins
John L. Higgins, Director
August 29, 2012/s/ Roeland Nusse, Ph.D.
Dr. Roeland Nusse, Director
August 29, 2012/s/ Gregory J. Melsen
Gregory J. Melsen, Chief Financial Officer
(principal financial officer)
August 29, 2012/s/ Kathleen M. Backes
Kathleen M. Backes, Controller
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EXHIBIT INDEX

for Form 10-K for the 2012 Fiscal Year

Exhibit NumberDescription
3.1Restated Articles of Incorporation of Company, as amended to date—incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q for the quarter ended September 30, 2000.*
3.2Restated Bylaws of the Company, as amended to date—incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, dated November 14, 2007.*
10.1**Agreement with Respect to Inventions, Proprietary Information, and Unfair Competition with Thomas E. Oland—incorporated by reference to Exhibit 10.2 of the Company’s Form 10, dated October 27, 1988.*
10.2**Company’s Profit Sharing Plan—incorporated by reference to Exhibit 10.6 of the Company’s Form 10, dated October 27, 1988.*
10.3**Company’s Stock Bonus Plan—incorporated by reference to Exhibit 10.7 of the Company’s Form 10, dated October 27, 1988.*
10.4**1997 Incentive Stock Option Plan—incorporated by reference to Exhibit 10.24 of the Company’s Form 10-K for the year ended June 30, 1997.*
10.5**Form of Stock Option Agreement for 1997 Incentive Stock Option Plan—incorporated by reference to Exhibit 10.25 of the Company’s Form 10-K for the year ended June 30, 1997.*
10.6Investment Agreement between ChemoCentryx, Inc. and Techne Corporation dated November 18, 1997—incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended December 31, 1997.*
10.7**1998 Nonqualified Stock Option Plan—incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended September 30, 1998.*
10.8**Form of Stock Option Agreement for 1998 Nonqualified Stock Option Plan—incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended September 30, 1998.*
10.9Investors Rights Agreement dated February 2, 2001 among ChemoCentryx, Inc., the Company and certain investors amending the Investment Agreement between ChemoCentryx, Inc. and the Company dated November 18, 1997—incorporated by reference to Exhibit 10.32 of the Company’s 10-K for the year ended June 30, 2001.*
10.10Letter Agreement dated February 2, 2001 between ChemoCentryx, Inc. and the Company amending the terms of warrants held by the Company—incorporated by reference to Exhibit 10.33 of the Company’s 10-K for the year ended June 30, 2001.*
10.11**Form of Indemnification Agreement entered into with each director and executive officer of the Company—incorporated by reference to Exhibit 10.1 of the Company’s 10-Q for the quarter ended December 31, 2002.*
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Exhibit NumberDescription
10.12Amended and Restated Investors Rights Agreement dated June 13, 2006 among ChemoCentryx, Inc and the Company and certain investors—incorporated by reference to Exhibit 10.31 of the Company’s 10-K for the year ended June 30, 2006.*
10.13**Amended and Restated Employment Agreement, dated April 30, 2010, with Gregory J. Melsen—incorporated by reference to Exhibit 10.14 of the Company’s 10-K for the year ended June 30, 2010.*
10.14**Description of Amended Executive Officer’s Incentive Bonus Plan—incorporated by reference to Exhibit 10.14 of the Company’s 10-K for the year ended June 30, 2010.*
10.15**2010 Equity Incentive Plan—incorporated by reference to Exhibit 10.1 of the Company’s 8-K dated October 28, 2010.*
10.16**Form of Nonqualified Stock Option Agreement for the 2010 Equity Incentive Plan—incorporated by reference to Exhibit 10.2 of the Company’s 8-K dated October 28, 2010.*
10.17**Form of Incentive Stock Option Agreement for the 2010 Equity Incentive Plan—incorporated by reference to Exhibit 10.3 of the Company’s 8-K dated October 28, 2010.*
10.18Share Purchase Agreement by and among Research and Diagnostic Systems, Inc., R&D Systems Europe Ltd., and the shareholders of Tocris Holdings Ltd., dated April 28, 2011—incorporated by reference to Exhibit 2.1 of the Company’s 8-K dated April 28, 2011.*
10.19**Amended and Restated Employment Agreement, dated July 1, 2011, with Marcel Veronneau—incorporated by reference to Exhibit 10.19 of the Company’s 10-K for the year ended June 30, 2011.*
10.20Deed of Assignment and Novation dated January 23, 2012 in connection with a share purchase agreement relating to Tocris Holdings Limited—incorporated by reference to Exhibit 10.1 of the Company’s 10-Q for the quarter ended December 31, 2011.*
21Subsidiaries of the Company:
NameState/Country of Incorporation
Research and Diagnostic Systems, Inc. (R&D Systems)Minnesota
BiosPacific, Inc.Minnesota
Boston Biochem, Inc.Minnesota
Tocris Cookson, Inc. (inactive)Delaware
Tocris Holdings Limited(inactive)United Kingdom
Tocris Investments Limited (inactive)United Kingdom
Tocris Cookson LimitedUnited Kingdom
R&D Systems Europe Ltd.United Kingdom
R&D Systems GmbHGermany
R&D Systems China Co., Ltd.China
R&D Systems Hong Kong Ltd.Hong Kong
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Exhibit NumberDescription
23Consent of KPMG LLP, Independent Registered Public Accounting Firm.
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1Consolidated Financial Statements of Tocris Holdings Limited—incorporated by reference to Exhibit 99.1 of the Company’s Amended 8-K/A dated April 28, 2011.*
99.2Pro forma financial information related to Techne’s acquisition of Tocris Holdings Limited—incorporated by reference to Exhibit 99.2 of the Company’s Amended 8-K/A dated April 28, 2011.*
101***The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.
*Incorporated by reference; SEC File No. 000-17272
**Management contract or compensatory plan or arrangement
***Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

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