TERMS OF ORDER

1. Purpose

The purpose of the Terms is to establish the rights and obligations of Macrogen and Client with respect to Macrogen's service or product as requested or ordered by Client. Macrogen and Client shall faithfully perform their duties as specified in these Terms.

2. Definition

Unless specified otherwise in these Terms, the following terms have the meanings set forth herein.

(1) "Client" is a company or a person who orders service or product, and "Macrogen" is the provider of the service or product to Client.

(2) "Result" means the result of an analysis ordered by Client.

(3) "Product" means goods that Macrogen provides as ordered by Client and includes product or products.

(4) "Service" means doing work for Client by Macrogen as ordered and includes service or services.

(5) "Completion date" means the date on which Client pays an invoice and Macrogen provides the result of the service or ships the product ordered by Client.

(6) "Written form" or "in writing" includes not only general written documents, but also electronic documents and other digital formats.

(7) "Business days" means Korean business days excluding Saturday, Sunday and national holiday.

3. Contents and Scope of the Terms

(1) If Client needs any additional service or product or the parties desire to make any changes to the Terms, Macrogen and Client will enter into a separate agreement to provide such additional service or product (price and payment terms will also be included) and to make changes to these Terms.

(2) The terms and conditions of the separate agreement shall take precedence over these Terms, and the agreement shall be made in the written form.

4. Term

These Terms shall become effective as of the date when Client places an order and shall remain in full force and effect till the completion date unless agreed otherwise.

5. Approval of Result and Payment

(1) Macrogen shall invoice Client on the completion date. Client shall pay for the service or product provided by Macrogen within 30 days from the invoice date.

(2) If Macrogen cannot provide any service or product due to client's circumstances, misconduct, or negligence, or the information provided by Client has any problems (such as incorrect address or email address), the date when Macrogen is ready to provide the analysis result or ship the product will be deem to be the completion date.

(3) Macrogen's invoice includes taxes which are generally imposed on sales of product or service, including VAT; provided, however, that if any additional taxes or import taxes are imposed based on the Circumstances of Client, Client shall pay those taxes.

(4) If an invoice is not paid in full within thirty (30) days from the invoice date, any balances not paid will be subject to a ten percent (10% per annum) late payment penalty unless the parties enter into a separate written agreement.

(5) Client agrees that, if Client does not pay an outstanding invoice within the due date, Macrogen may hire a collection agency to recover unpaid balances.

(6) Client shall inspect the result or product within 10 business days from the date of receipt and notify Macrogen if there is any defects or problems. If Macrogen has not given such notification within such time period, the result or product is deemed to have no defects or problems.

(7) If Client notifies Macrogen of any defects or problems of the result or product, within the aforementioned time period and the parties agree that such defects or problems needs to be fixed or that sample reanalysis or a new product needs to be provided, Macrogen shall provide reanalysis result or a new product within the time period agreed by the parties.

(8) If re-analysis of the service result or re-supply of the new product set forth in Section 5.7 is caused by Client (such as provision of defective samples), Client shall bear the additional cost.

(9) When Client orders a service or a product for which the price is not confirmed at the time of placement of the order, Macrogen shall invoice on the date on which Macrogen provides the sercice result or ships the product. If Client disputes any invoiced charges, Client shall notify Macrogen of the disputed items within five (5) business days from the invoice date. If Client does not notify Macrogen of the disputed items within such period, the invoice is deemed to be accepted by the Client.

6. Storage of Samples and Analysis Results

(1) Macrogen, based on its internal policy, stores samples and related data for the period as specified in the following table unless requested otherwise by Client.

(2) Macrogen will destroy the samples and related data when the period of time specified in the table above expires.

(3) Macrogen, based on its internal policy, stores the samples and related data into commonly used storage protocols with reasonable care in the relevant industry unless requested otherwise by Client.

(4) If Client needs additional storage or additional storage period, Client shall notify Macrogen in advance. if additional storage or additional storage period incurs any additional costs, Macrogen shall notify Client of the costs and other relevant conditions.

(5) If Client requests destruction of samples or data, Macrogen shall faithfully perform the destruction procedure; provided, however, that Client shall request the destruction in writing.

7. Information Security

(1) Macrogen complies with Personal Information Protection Act, Bioethics and Safety Act, and other applicable laws and regulations related to processing orders and complies with all relevant laws and regulations of the Republic of Korea in respect of the sample analysis and storage of data.

(2) If laws of other countries are applied to the analysis or storage of data, Macrogen shall comply with those laws and regulations only if Client provides relevant information or requests such compliance.

8. Faithful Performance and Mutual Cooperation

(1) Client and Macrogen shall faithfully perform their duties under these Terms.

(2) Client and Macrogen may discuss client's order from time to time and shall cooperate with each other if necessary.

9. Confidentiality

(1) Each of the Parties agrees to keep strictly secret and confidential and use Confidential Information, including information related to each party's business management, trade secrets, technology, Clients, sample providers and any other information that should reasonably be recognized as Confidential Information ("Confidential Information"), only for the purpose of processing the order pursuant to these Terms. Notwithstanding anything in the foregoing to the contrary, each party may disclose Confidential Information pursuant to any law or legal procedure, provided that each party promptly notifies the other party in writing of such demand for disclosure.

(2) Each party shall not directly or indirectly disclose Confidential Information to any third party without the prior written consent of the other party.

(3) Each party shall not disclose Confidential Information to any third party, except the minimum number of employees who need to know such Confidential Information to process the order pursuant to these Terms.

(4) The obligations specified in Sections 9.1, 9.2, and 9.3 shall not apply to any Information which, as the Receiving Party shall demonstrate, by substantial supporting documents, at the time of disclosure:

1. is already known to the Receiving Party;

2. is received independently by the Receiving Party from a third party free to lawfully disclose such information to the Receiving Party;

3. is independently developed by the Receiving Party without use of the Confidential Information; or

4. is already in the public domain or in the future becomes part of the public domain, through no breach of these Terms.

(5) The obligations set forth in this Article shall remain in effect for two (2) years after the date of termination or expiration of these Terms.

10. Termination and Indemnification

(1) Each Party shall have the right to terminate the order and claim damages

1. if the other Party or its creditors or any other eligible party files for its liquidation, bankruptcy, reorganization, composition or dissolution, or if the other Party is unable to pay any kind of debts as they become due, or the creditors of the other Party have taken over its management;

2. if either party violates these Terms intentionally or by gross negligence or damages or destroys the other party or any third party's fame or property;

3. if either party suspends performance of these Terms without good cause or interferes with the processing of the order;

4. if the order cannot be processed due to natural disasters, economic circumstances, sudden changes in financial conditions, or other reasons for the event of force majeure; or

5. if, during the period of these terms, either party does not cooperate with the other party to accomplish the purpose of these Terms or it is reasonably considered to be difficult to expect such cooperation.

(2) If either party makes any material breach of any terms or conditions of these Terms and fails to cure such breach within ten (10) business days after receiving written notice to cure from the other party, the other party may terminate the order pursuant to these terms.

(3) If the order is terminated pursuant to this Article, the party caused the termination shall indemnify the other party from all damages, costs, liabilities and expenses arising out of or resulting from the termination. Termination of Order does not mean an exemption from the liability for damages unless agreed otherwise.

(4) Other than the termination of these Terms pursuant to this Article, if either party has incurred damages to the other party in violation of any terms or conditions of these Terms, the party caused damages shall indemnify the other party from all such damages; provided, however, that Macrogen's Indemnifiable Costs will not exceed the total amount paid by Client for each order.

11. Technical Support and Consulting Service

After placing an order, Client may request and receive additional technical support or consulting service from Macrogen. In the event that such support or service incur any additional costs, Macrogen shall notify and discuss with the client in advance.

12. Dispute Resolution

(1) These Terms shall be governed by and construed in accordance with the laws of the Republic of Korea.

(2) Any disputes arising out of or in connection with these Terms shall be finally settled by arbitration in accordance with the International Arbitration Rules of the Korean Commercial Arbitration Board. The place of arbitration will be Seoul, Republic of Korea. The award rendered by the arbitrator(s) shall be final and binding upon the parties concerned.

13. General

(1) Client agrees that these Terms apply to all service and product orders by Client through Macrogen's Online Ordering System; Provided, however, if Macrogen and Client enter into any separate agreement, the agreement takes precedence over these Terms.

(2) Client has read and understood the main contents of these Terms and Conditions prior to placing an order and agrees that these Terms will apply to the order.

(3) When there is any changes to these Terms, Macrogen will notify Client of such changes through email or Macrogen's website. Revised Terms and Conditions will be applied to the orders placed after the effective date of those Terms.

(4) If any Client disputes any part of the revised Terms, the Client shall notify Macrogen, and Macrogen shall take necessary measures (such as deleting the Client's account) to prevent the revised Terms from being applied to the Client.