Audit Committee Charter

The Audit Committee of the Board of Directors of Techne Corporation (the "Company") shall exist primarily for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. The independent registered public accounting firm which audits the Company's financial statements shall be accountable to the Audit Committee which is directly responsible for the appointment, compensation and oversight of such firm.

The Audit Committee shall be composed of three or more directors who are "independent" as applicable law and regulations of the Securities Exchange Commission (the "SEC") and Nasdaq define such term and who are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment. Each of the members of the Audit Committee shall be a person who through prior education and experience is financially sophisticated, is able to read and understand financial statements and is familiar with financial oversight responsibilities. In addition, at least one member of the Committee shall be a "financial expert" as applicable law and regulations of the SEC and Nasdaq define such term.

In carrying out these responsibilities, the Audit Committee shall:

• Meet not fewer than four times per year.
• Select and retain the independent registered public accounting firm which audits the financial statements of the Company and its divisions and subsidiaries and, when appropriate, replace such firm.
• Pre-approve all audit services and non-audit services to be preformed by the Company's independent accounting firm, provided that (1) the Committee may delegate to one of more of its members the authority to grant pre-approvals subject to such pre-approvals being reported to and reviewed by the full Committee at its next meeting, and (2) pre-approval shall not be required for non-audit services if the aggregate amount of all such non-audit services constitutes not more than 5% of the total amount paid by the Company to its independent accounting firm during the fiscal year in which such non-audit services are provided, such services were not recognized by the Company at the time of engagement to be non-audit services, and such services are promptly brought to the attention of the Committee and approved by the Committee prior to completion of the audit.
• Meet with the independent accounting firm and financial management of the Company to determine the scope of the proposed audit for the current year and the audit procedures to be utilized, resolve any disputes between the auditors and management regarding financial reporting, and, at its conclusion, review such audit, including any comments or recommendations of the independent accounting firm.
• Receive from the independent accounting firm reports concerning, and take appropriate action as to, 1) all critical accounting policies and practices to be used in their audit, 2) all alternative treatments of financial information that have been discussed with management, ramifications of the use of such alternatives, and the treatment preferred by the independent accounting firm; and 3) other communications between the independent accounting firm and management, including any management letter or schedule of unadjusted differences.
• Review with the independent accounting firm and the Company's financial and accounting personnel the adequacy and effectiveness of the accounting and financial controls of the Company, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis shall be given to the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper.
• Provide sufficient opportunity for the independent accounting firm to meet with the members of the Audit Committee without members of management present. Among the items to be discussed in these meetings are the firm's evaluation of the Company's financial, accounting, and auditing personnel, and the cooperation that the firm received during the course of the audit.
• Oversee the independence of the independent accounting firm through appropriate means including obtaining a written statement delineating all relationships between the firm and the Company and determining whether and to what extent the objectivity and independence of the accounting firm may be impacted by all relationships and services.
• Discuss with the independent accounting firm's representatives qualitative judgments about the appropriateness, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be adopted by the Company, particularly about the degree of aggressiveness or conservatism of the Company's accounting principles and underlying estimates.
• Review and approve all related-party transactions to which the Company may be a party prior to their implementation to assess whether such transactions meet applicable legal requirements and are appropriately disclosed.
• Prepare and review periodically a Code of Ethical Conduct for senior management of the Company and review enforcement of such Code.
• Establish and maintain procedures for responding to complaints received by the Company regarding accounting, internal accounting controls and auditing, including a procedure to allow employees to submit concerns on a confidential, anonymous basis.
• Establish and review adherence to the Company's cash management and investment policies.
• Provide the report for the Company's annual proxy statement required by regulations of the SEC respecting activities of the Committee and state whether the Committee recommends inclusion of the Company's audited financial statements in the annual report to be filed with Commission.
• Investigate any matter brought to its attention within the scope of its duties, with the power to retain, at the expense of the Company, outside counsel or other consultants for this purpose if, in its judgement, that is appropriate.
• Submit to the Board of Directors the minutes of all meetings of the Audit Committee and discuss the material matters discussed at each committee meeting with the Board of Directors.