EXHIBIT 10. 30




WAFERGEN
      BIO-SYSTEMS, INC.
              
              
              
              CODE
              
              OF
              
              BUSINESS
      CONDUCT AND ETHICS





TABLE
OF CONTENTS




PAGEPOLICY
      STATEMENT
              1APPROVALS
      AND WAIVERS; AMENDMENTS; INTERPRETATION
              2CONFLICTS
      OF INTEREST
              2Activities
      Outside the Company
              2Community
      Activities
              3Service
      on Outside Boards of Directors
              3Competitor
      Relationships
              3Corporate
      Opportunities & Resources
              4Indirect
      Interests and Relationships
              4BUSINESS
      RELATIONSHIPS
              4Customer
      Relationships
              5Suppliers
              5Contracts
      and Commitments
              5FAIR
      COMPETITION
              6GIFTS,
      GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS
              6Gifts
              6Loans
              6Meals,
      Entertainment, and Travel
              7Investment
      Activities
              7Bribes
      and Kickbacks
              7DOING
      BUSINESS INTERNATIONALLY
              7Facilitating
      Payments to Low-Level Non-U.S. Governmental Employees and Officials for
      Non-Discretionary Action
              8Import
      and Export Regulation/Trade Compliance
              9Antiboycott
      Compliance
              9GOVERNMENT
      CONTRACTING
              10POLITICAL
      CONTRIBUTIONS AND LOBBYING
              10ACCURACY
      OF REPORTS, RECORDS AND ACCOUNTS
              11GOVERNMENT
      INVESTIGATIONS
              11
  i
  
  INSIDER
      TRADING; COMMUNICATIONS WITH THIRD PARTIES
              12Insider
      Trading
              12Communications
      with the Media and the Financial Community
              12Confidential
      Information
              13TECHNOLOGY
      USE AND PRIVACY
              13Authorization
              13Prohibition
      Against Violating Copyright Laws
              13Other
      Prohibited Uses
              14OUR
      WORK ENVIRONMENT
              14ENVIRONMENTAL
              14COMPLIANCE
      AND REPORTING
              14Compliance
              14Reporting
      Procedures and Other Inquiries
              14Policy
      Prohibiting Unlawful Retaliation or Discrimination
              15The
      Chief Compliance Officer
              16
 
  ii


WAFERGEN
BIO-SYSTEMS, INC.:




CODE
OF BUSINESS CONDUCT AND ETHICS







POLICY
STATEMENT




It is the
policy of WaferGen Bio-systems, Inc. (the “Company”) to conduct
its affairs in accordance with all applicable laws, rules and regulations of the
jurisdictions in which it does business.  This Code of Business
Conduct and Ethics (“Code”) applies to the
Company’s officers and non-employee directors, including the Company's principal
executive officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions (“Designated
Executives”).  This Code is the Company’s “code of ethics” as
defined in Item 406 of Regulation S-K.  This Code is designed to
promote:




·
            honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




·
            full,
      fair, accurate, timely and understandable disclosure in the reports and
      documents the Company files with, or submits to, the Securities and
      Exchange Commission and in other public communications made by the
      Company;




·
            compliance
      with applicable governmental laws, rules and
  regulations;




·
            the
      prompt internal reporting to the appropriate person of violations of this
      Code; and




·
            accountability
      for adherence to this Code.




The
Company has established standards for behavior that affects the Company, and
employees, officers and directors must comply with those
standards.  The Company promotes ethical behavior and encourages
employees to talk to supervisors, managers, the Chief Compliance Officer (as
defined herein on page 16), or other appropriate personnel when in doubt about
the best course of action in a particular situation.  Non-employee
directors are encouraged to talk to the Chief Compliance Officer, or such
officer’s designee, in such situations.  Anyone aware of a situation
that he or she believes may violate or lead to a violation of this Code should
follow the guidelines under “Compliance and
Reporting”below.




The Code
covers a wide range of business practices and procedures.  It does not
cover every issue that may arise, but it sets out basic principles to guide
you.  Specific Company policies and procedures provide details
pertinent to many of the provisions of the Code.  These policies and
procedures are not a part of the Code or incorporated
herein.  Although there can be no better course of action than to
apply common sense and sound judgment, do not hesitate to use the resources
available whenever it is necessary to seek clarification.




1


APPROVALS
AND WAIVERS; AMENDMENTS; INTERPRETATION




Certain
provisions of this Code require you to act, or refrain from acting, unless prior
approval is received from the appropriate person. Employees requesting approval
pursuant to this Code should request such approval in writing from the Chief
Compliance Officer, or such officer’s designee.  Approvals relating to
executive officers and directors must be obtained from the Company’s Board of
Directors, or a committee thereof.  All other approvals may be granted
by the Chief Compliance Officer, or such officer’s designee.




Other
provisions of this Code require you to act, or refrain from acting, in a
particular manner and do not permit exceptions based on obtaining an
approval.  Waiver of those provisions relating to executive officers
and directors may only be granted by the Company’s Board of Directors, or a
committee thereof, and waivers relating to executive officers and directors must
be promptly disclosed to shareholders.  All other waivers may be
granted by the Chief Compliance Officer, or such officer’s
designee.




Changes
in this Code may only be made by the Board of Directors and must be promptly
disclosed to shareholders.  In some situations it may not be clear
whether a provision of the Code is intended to apply to particular
conduct.  In such situations the Board of Directors and the have full
power and authority to interpret the Code in a manner that they believe reflects
the intent of the Board, and no determination that the Code was not intended to
apply to such conduct shall be deemed to be a waiver of the Code’s
prohibitions.




CONFLICTS
OF INTEREST




A
conflict of interest arises when your personal interests interfere with your
ability to act in the best interests of the Company.  Employees must
discharge their responsibilities on the basis of what is in the best interest of
the Company independent of personal consideration or
relationships.  Non-employee directors must discharge their fiduciary
duties as directors of the Company.




Employees
should disclose any potential conflicts of interest to the Chief Compliance
Officer, or such officer’s designee, who can advise the employee as to whether
or not the Company believes a conflict of interest exists.  An
employee should also disclose potential conflicts of interest involving the
employee’s spouse, siblings, parents, in-laws, children and members of the
employee’s household.  Non-employee directors may discuss any concerns
with the Chief Compliance Officer, or such officer’s designee.




Activities
Outside the Company




Although
the Company has no interest in preventing employees from engaging in lawful
activities during nonworking hours, employees must make sure that their outside
activities do not conflict or interfere with their responsibilities to the
Company.  For example, without approval by the Company, a Company
employee generally may not:




·
            engage
      in self-employment or perform paid or unpaid work for others in a field of
      interest similar to the Company;




2







·
            use
      proprietary or confidential Company information for personal gain or to
      the Company’s detriment;




·
            use
      Company assets or labor for personal use, except for incidental use
      permitted under the Company’s
policies;




·
            acquire
      any interest in property or assets of any kind for the purpose of selling
      or leasing it to the Company;




·
            appear
      to represent the Company as the participant in an outside activity unless
      the Company has authorized the employee to represent the Company;
      or




·
            serve
      on the Board of Directors of a public company or on the Customer Advisory
      Board or Technical Advisory Board of any for-profit
      enterprise.




Community
Activities




The
Company encourages you to be actively involved in your community through
volunteer service to charitable, civic and public service organizations, and
through participation in the political process and trade
associations.




Employees
must make sure, however, that their service is consistent with their employment
with the Company and does not pose a conflict of interest.  This is
particularly important before accepting any leadership position (such as
membership on the board of a charitable or civic organization), before seeking
or accepting political office and before soliciting a charitable
contribution.




Service
on Outside Boards of Directors




Serving
as a director of another corporation may create a conflict of
interest.  Employees must disclose such service to the Chief
Compliance Officer, or such officer’s designee, and obtain prior approval before
serving on the board of another company, whether or not such company is a
competitor of the Company.




Competitor
Relationships




Employees
should avoid even the appearance of a conflict of interest in
their  relationships with competitors.  Competitors include,
without limitation, ABI, the Roche family of companies, Biometra biomedizinische
Analytik GmbH, Stratagene Corporation, Bio-Rad Laboratories, Inc., Enzo Biochem,
Inc., Affymetrix, Agilent Technologies, Inc. GE Healthcare, and
others.  Without approval employees may not:




·
            make
      or maintain a financial investment in a competitor, except for investments
      in publicly traded corporation not exceeding the greater of 1% of the
      outstanding common stock;




·
              provide
      compensated or uncompensated services to a competitor, except for services
      rendered under a valid Company contract with the
    competitor;





3




·
            disclose
      any Company proprietary information to a competitor, unless a
      nondisclosure agreement is in place;
or




·
            utilize
      for any unauthorized purposes or disclose to a competitor or other
      third-party any proprietary data that has been entrusted to the Company by
      a customer or supplier.




Corporate
Opportunities & Resources




You are
prohibited from taking for yourself personal opportunities that are discovered
through the use of corporate property, information or position without
approval.  Without approval, you may not use corporate property,
information or position for personal gain.  No employee may compete
with the Company, directly or indirectly, except as permitted by Company
policies.




You
should protect the Company's assets and ensure their efficient
use.  Theft, carelessness and waste have a direct impact on the
Company's profitability.  All Company assets should be used for
legitimate business purposes.




Company
resources may be used for minor personal uses, so long as such use is
reasonable, does not interfere with your duties, is not done for pecuniary gain,
does not conflict with the Company’s business and does not violate any Company
policy.




Indirect
Interests and Relationships




A
conflict of interest can also arise because of the business activities of your
close relations.  For example, an employee may have a potential
conflict of interest wherever a close relative has a significant relationship
with, or has a significant financial interest in, any supplier, customer or
competitor.  A relative has a significant financial interest
if:




·
            the
      relative owns more than 1% of the outstanding capital of a business;
      or




·
            the
      investment represents more than 5% of the total assets of the employee or
      relative.




An
employee may not make or attempt to influence any decision that could directly
or indirectly benefit his or her close relative.  To protect the
employee and the Company from the appearance of a conflict of interest, he or
she should make appropriate disclosure of the interest to the Chief Compliance
Officer, or such officer’s designee.




BUSINESS
RELATIONSHIPS




The
Company seeks to outperform its competition fairly and honesty.  The
Company seeks competitive advantages through superior performance, not unethical
or illegal business practices.  Each employee must endeavor to deal
fairly with the Company's customers, suppliers, competitors and employees and
must not take advantage of them through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any
unfair-dealing practice.




4







Customer
Relationships




Our
customers are of the utmost importance to the Company.  Company
employees must always treat customers and potential customers according to the
highest standards of business conduct.




Moreover,
the Company may be entrusted with property or valuable information belonging to
customers, suppliers, the Company’s employees, or other
persons.  Without approval, you may not use for personal gain any
property or valuable information provided to the Company by customers,
suppliers, the Company’s employees, or other persons.




You must
use the same care to protect any property or valuable information entrusted to
the Company which belongs to customers, suppliers, the Company’s employees, or
other persons, as must be used to protect the Company’s assets.




You may
never use for any personal purpose any property or valuable information
entrusted to the Company which belongs to customers, suppliers, the Company’s
employees, or other persons.




It is the
Company’s policy to sell our products and services on their merits and to avoid
making disparaging comments about the products and services of
competitors.  Employees should be careful in this regard in commenting
upon the character, financial condition, or potential legal or regulatory
problems of competitors.




Suppliers




The
Company’s suppliers — companies and individuals that sell products and services
to the Company – are important to our business.  Company
employees should always treat suppliers and potential suppliers in accordance
with the highest standards of business conduct.




Suppliers
must be selected on the basis of objective criteria, such as value (quality for
price), price, technical excellence, service reputation and production/service
capacity.




Employees
working with current suppliers must never intentionally interfere with a
supplier’s contracts or business relations with a competitor of the
Company.




Individuals
with procurement responsibility should review the sections of this Code
concerning fair competition and should be familiar with applicable laws and
Company policies.




Contracts
and Commitments




You may
not enter into any agreement binding the Company without
authorization.  The Company has institutedcontract and signature
approval policies which identify those individuals who have the authority to
approve and sign certain contracts binding the Company and its
subsidiaries.  If there are any questions about which employees have
signature authority for a given contract, contact the Chief Compliance Officer,
or such officer’s designee.




5


Employees
involved in proposals, bid preparations or contract negotiations should strive
to ensure that all statements, communications, and representations to
prospective customers are truthful and accurate.  Once awarded, all
contracts must be performed in compliance with all specifications, requirements
and clauses.




FAIR
COMPETITION




Fair
competition laws, including the U.S. antitrust rules, limit what the
Company can do with another company and what the Company can do on its
own.  Generally, the laws are designed to prohibit agreements or
actions that reduce competition and harm consumers.  You may not enter
into agreements or discussions with competitors that have the effect of fixing
or controlling prices, dividing and allocating markets or territories, or
boycotting suppliers or customers.  U.S. and foreign antitrust laws
also apply to imports and exports.




GIFTS,
GRATUITIES, ENTERTAINMENT AND OTHER CONSIDERATIONS




Use of
Company funds or other Company property for illegal, unethical or otherwise
improper purposes is prohibited.  The purpose of business
entertainment and gifts in a commercial setting is to create goodwill and a
sound working relationship, not to gain personal advantage with customers or
suppliers.




Gifts




Except as
set out below, without approval by the Chief Compliance Officer, or such
officer’s designees, employees must refrain from giving and receiving
business-related gifts.




·
            No
      Company employee or agent may solicit or accept a gift (including any
      payment, compensation, loan or other financial favor) to or from a person
      or organization with the intention of influencing the recipient’s business
      judgment or conduct.




·
            It
      is never appropriate or permissible to accept or give cash or a cash
      equivalent from or to a vendor, supplier or customer outside the Company’s
      normal business.  Cash equivalents include, among other things,
      checks, money orders and vouchers.




·
            Rules
      relating to U.S. and foreign government personnel are more
      stringent.  See “Doing
      Business Internationally”and “Government
      Contracting”below.




·
            No
      employee may accept a customer, vendor or supplier discount for themselves
      unless it is generally available to the public or is
    approved.




Loans




Employees
may not accept loans from any person or entities having or seeking business with
the Company.  Designated Executives and directors may not receive
loans from the Company, nor may the Company arrange for any loan.




6


Meals,
Entertainment, and Travel




Employees
may provide or accept meals and entertainment, including attendance at sporting
or cultural events, as long as it is associated with an occasion at which
business is discussed and is provided as a normal part of
business.  The value of the activity must be reasonable and
permissible under the Company’s expense account procedures.  Each
employee should express care to insure that such activities are necessary and
that their value and frequency are not excessive under all the applicable
circumstances.  Rules relating to U.S. and foreign government
personnel are more stringent.  See “Doing Business
Internationally” and “Government
Contracting” below.




Investment
Activities




Unless
you have sought and received pre-approval, you may not:




·
            participate
      in so-called “directed shares,” “friends and family,” and similar stock
      purchase programs of customers, vendors or suppliers of the
      Company;




·
            invest
      in non-public companies that are, or are likely to be, customers, vendors
      or suppliers of the Company; or




·
            invest
      in non-public companies in which the Company has made or is expected to
      make an investment.




Investments
in non-public companies that do not exceed the lesser of 1% of that company’s
equity securities are exempt from this restriction.




Bribes
and Kickbacks




The use
of Company funds, facilities or property for any illegal or unethical purpose is
strictly prohibited; provided, that certain facilitating payments discussed in
“Doing
Business Internationally” are permitted.




·
            You
      are not permitted to offer, give or cause others to give, any payments or
      anything of value for the purpose of influencing the recipient’s business
      judgment or conduct in dealing with the Company other than facilitating
      payments.




·
            You
      may not solicit or accept a kickback or bribe, in any form, for any
      reason.




DOING
BUSINESS INTERNATIONALLY




The
Company is committed to the highest business conduct standards wherever it
operates.  The Company observes these standards worldwide, even at the
risk of losing business.  While no one can anticipate all the
situations that may present challenges to Company employees doing business in
the worldwide marketplace, the following guidelines always apply:




·
            Observe
      all laws and regulations, both U.S. and non-U.S., that apply to business
      abroad.




7







·
            Paying
      bribes to government officials is absolutely prohibited, even if those
      bribes are common practice, except for facilitating
      payments.  You may not give, promise to give or authorize the
      giving to a foreign official, a foreign political party, or official
      thereof or any candidate for foreign political office any money or offer,
      gift, promise to give or authorize the giving of anything of value to
      influence any act or decision, to induce such official, party or candidate
      to do or omit to do any act in violation of the lawful duty of such
      official, party or candidate, or to induce such official, party or
      candidate to use his or her influence with a foreign government or agency
      to affect or influence any act or decision of such foreign government or
      agency.




·
            Do
      not cooperate with illegal
boycotts.




·
            Observe
      all licensing requirements and the requirements of applicable import and
      export control laws.




·
            Do
      not enter into an agreement with an agent or consultant that relates to
      the Company’s business outside the United States unless it has been
      approved by the Company.




·
            Observe
      all privacy and data protection laws and regulations of other countries
      (such as Japan, Hong Kong, Malaysia, Australia, Canada and Argentina) and
      authorities (such as the European
Union).




The laws
governing the Company’s business in foreign countries are extensive and complex,
and may be different from those in the United States.  No new Company
services or products should be offered in any new country without prior
approval, and then only in accordance with the applicable local country’s
regulations and requirements.




Facilitating
Payments to Low-Level Non-U.S. Governmental Employees and Officials for
Non-Discretionary Action




The
Company is committed to complying with the laws of the countries where it
operates.  In some countries, a very limited category of small
payments to facilitate or expedite routine nondiscretionary governmental actions
may be permitted as exceptions to antibribery laws, including the U.S. Foreign
Corrupt Practices Act (“FCPA”).  The
requirements pertaining to such payments are complex.  Company
employees engaged in international business activities must obtain prior
approval of the Chief Compliance Officer, or such officer’s designee before
making any such payment.




These
“facilitating payments” to non-U.S. governmental officials are distinguished
from payments made to influence a discretionary decision or to cause violation
of, or an act in conflict with, the interests of an individual’s employer, which
are strictly prohibited.




8


Import
and Export Regulation/Trade Compliance




Because
of the international nature of our business, the Company is subject to the
import and export laws and regulations of the United States and certain foreign
governments.  These laws and regulations govern the international
transfer of all products and services of the Company, as well as technology,
information and ideas belonging to the Company.




Under
U.S. law, no technology may be exported without the proper government export
licenses and documentation.  Exports of technology include not only
technology shipped via freight, but also technology that is hand-carried
(employees traveling overseas), sent via courier services or U.S. mail,
electronically transmitted, and/or disclosed to foreign nationals in the United
States or abroad.  “Technology” is defined as hardware, software,
technical documentation, product specifications, technical data,
etc.




It is the
responsibility of the Company employees to ensure that proper documentation
accompanies each export or disclosure.  Failure to export or re-export
without the proper export license or documentation can jeopardize the Company’s
compliance with U.S. export laws, as well as those laws of foreign
countries.  Non-compliance can result in denial of export privileges,
criminal penalties, seizure of commodities, and fines to the Company and its
employees.




The
Company is prohibited from doing business with certain individuals, groups, or
organizations in both domestic and export markets.  The Chief
Compliance Officer, or such officer’s designee, maintains lists of these “denied
parties.”  The office should be consulted to ensure that the Company
is not doing business with a “denied party.”




It is the
Company’s policy to comply fully with all applicable U.S. and foreign laws
controlling the export and re-export of products, technology (including
software) and services.




Antiboycott
Compliance




The
United States has enacted antiboycott regulations which make it unlawful for
U.S. persons to participate in any activity that could have the effect of
promoting or supporting a boycott or restrictive trade practice of another
country against customers or suppliers located in a country friendly to the U.S.
or against a U.S. person, firm or corporation.  Boycott issues arise
most frequently in connection with the Arab boycott of
Israel.  Prohibited actions include, but are not limited to,
furnishing information about business relationships with boycotted countries, or
information about race, religion, sex or national origin.  Any request
to participate in such activity relating to the Company should be immediately
reported to the Chief Compliance Officer, or the officer’s
designee.




Privacy
and Data Protection Compliance




Several
countries (including Canada, Argentina, Japan, Hong Kong and Australia) and the
European Union have strict rules with respect to collection of Personal
Information about individuals, which apply to companies that collect information
about their employees.  Personal Information may include information
that would be routinely gathered in the U.S. such as home address, contact
information, and personnel information.  Many of these rules prohibit
transmission of Personal Information about individuals from outside the U.S.
into the U.S.,




9


unless
certain safeguards are provided with respect to the Personal Information
transmitted into the U.S.  All employees outside the U.S. should use
care with respect to collection, storage and transmission of any Personal
Information to ensure compliance with applicable privacy and data protection
laws and regulations.  All employees inside the U.S. should use care
with respect to receiving or obtaining any Personal Information from locations
outside the U.S.  All employees in any location should raise any
questions about appropriate treatment of Personal Information with the Chief
Compliance Officer, or such officer’s designee.




GOVERNMENT
CONTRACTING




Detailed
laws and regulations govern virtually every aspect of doing business with the
U.S. government and its agencies.  Activities that might be permitted
when working with the private sector may be improper or even illegal when a
national or local government is the customer.




Company
employees should seek to adhere to the highest standards of honesty and
integrity in their relations with government officials and employees. For
example, employees should observe the following principles when bidding or
performing government contracts:




·
            Do
      not offer or provide meals, transportation, gifts or other consideration
      to government employees except as permitted under applicable law and
      Company policy.




·
            Obey
      the regulations governing current and post-government employee conflicts
      of interests.  Obtain all appropriate government approvals prior
      to recruiting or hiring current or former government
      employees.




·
            Obtain
      appropriate licenses prior to exporting or even discussing certain
      technologies with citizens of other
countries.




·
            Obey
      any requirements that may restrict access to source selection or
      competitive information.




Company
employees who deal with government representatives are responsible for knowing
and obeying the laws and regulations applicable to doing business with the U.S.
government.




POLITICAL
CONTRIBUTIONS AND LOBBYING




No
political contributions are to be made using Company funds or assets, or the
funds or assets of any Company subsidiary, to any political party, political
campaign, political candidate or public official in the United States or any
foreign country, unless the contribution is lawful and expressly authorized in
writing.  In addition, you may not make a political contribution on
behalf of the Company or its subsidiaries, or with the appearance that such
contribution is being made on behalf of the Company or its subsidiaries, unless
expressly authorized in writing.  A “contribution” is any direct or
indirect payment, distribution, loan, advance, deposit, or gift of money,
services or anything of value in connection with an election or to an
organization or group formed to support or defend a referendum or ballot
issue.




10


Nothing
in this Code is intended to discourage you from making contributions of your own
time or funds to political parties or candidates of your
choice.  However, you will not be compensated or reimbursed by the
Company for any personal contributions.




Employees
must obtain prior approval to hire outside counsel or a public affairs firm to
contact government officials regarding legislation, regulatory policy, or rule
making.  This includes grassroots lobbying contacts.




ACCURACY
OF REPORTS, RECORDS AND ACCOUNTS




You are
responsible for the accuracy of your records, time sheets and
reports.  Accurate information is essential to the Company’s ability
to meet legal and regulatory obligations and to compete
effectively.  The records and books of account of the Company must
meet the highest standards and accurately reflect the true nature of the
transactions they record.  Destruction of any records, books of
account or other documents except in accordance with the Company’s document
retention policy is strictly prohibited.




You must
not create false or misleading documents or accounting, financial or electronic
records for any purpose relating to the Company, and no one may direct an
employee to do so.  For example, expense reports must accurately
document expenses actually incurred in accordance with Company
policies.  You must not obtain or create “false” invoices or other
misleading documentation or invent or use fictitious entities, sales, purchases,
services, loans or other financial arrangements for any purpose relating to the
Company.  Employees are also responsible for accurately reporting time
worked.




No
undisclosed or unrecorded account or fund may be established for any
purpose.  No false or misleading entries may be made in the Company’s
books or records for any reason.  No disbursement of corporate funds
or other corporate property may be made without adequate supporting
documentation or for any purpose other than as described in the
documents.  All employees must comply with generally accepted
accounting principles and the Company’s internal controls at all
times.




GOVERNMENT
INVESTIGATIONS




It is the
policy of the Company to cooperate with all government
investigations.  You must promptly notify counsel of any government
investigation or inquiries from government agencies concerning the
Company.  You may not destroy any record, books of account, or other
documents relating to the Company except in accordance with the Company’s
document retention policy.  If you are aware of a government
investigation or inquiry you may not destroy any record, books of account, or
other documents relating to the Company unless advised by the Chief Compliance
Officer, or the officer’s designee, that you may continue to follow the
Company’s normal document retention policy.




You must
not obstruct the collection of information, data or records relating to the
Company.  The Company provides information to the government that it
is entitled to during an inspection, investigation, or request for
information.  You must not lie to government investigators or making
misleading statements in any investigation relating to the Company.




11


You must
not attempt to cause any employee to fail to provide accurate information to
government investigators.




Employees
have the right to consult their own legal counsel at their own expense and the
Company may bear the cost of counsel in certain instances, as determined from
time to time by the Board of Directors.




INSIDER
TRADING; COMMUNICATIONS WITH THIRD PARTIES




Employees,
officers and directors who have access to the Company’s confidential information
are not permitted to use for their personal benefit or the benefit of others, or
share that information for stock trading purposes or for any other purpose,
except when the use is primarily for the purpose of benefiting the Company in
the conduct of its business.




Insider
Trading




Inside
information is material information about a publicly traded company that is not
known by the public.  Information is deemed “material” if it could
affect the market price of a security or if a reasonable investor would attach
importance to the information in deciding whether to buy, sell or hold a
security.  Inside information typically relates to financial
conditions, such as progress toward achieving revenue and earnings targets or
projections of future earnings or losses of the Company.  To the
extent material and nonpublic, inside information also includes changes in
strategy regarding a proposed merger, acquisition or tender offer, new products
or services, contract awards and other similar information.  Inside
information is not limited to information about the Company.  It also
includes material non-public information about others, including the Company’s
customers, suppliers, and competitors.




Insider
trading is prohibited by law.  It occurs when an individual with
material, non-public information trades securities or communicates such
information to others who trade.  The person who trades or “tips”
information violates the law if he or she has a duty or relationship of trust
and confidence not to use the information.




Trading
or helping others trade while aware of inside information has potential serious
legal consequences, even if the Insider does not receive any personal financial
benefit.  Insiders may also have an obligation to take appropriate
steps to prevent insider trading by others.




Communications
with the Media and the Financial Community




The
Company communicates with the press and with the financial community through
official channels only.  The Company provides accurate and timely
information about its business, to investors, the media, and the general
public.  All inquiries received from financial analysts or the media
concerning the Company should be directed to the Investors Relations
Department.  All legal inquiries concerning the Company should be
referred to the Chief Compliance Officer, or such officer’s
designee.  All inquiries regarding current or former employees of the
Company should be referred to the Human Resources Department.




12


Confidential
Information




You must
maintain the confidentiality of information entrusted to you by the Company or
its customers, suppliers, employees or other persons except when disclosure is
authorized or legally mandated.  Confidential information includes all
non-public information, including information that might be of use to
competitors or harmful to the Company or its customers if
disclosed.




The
Company expects all of its employees to educate themselves about and be alert to
threats to security of confidential information entrusted to the Company and its
employees.




Confidential
information within the Company’s possession falls into three general
categories:  (1) confidential proprietary information about the
Company’s business including but not limited to trade secrets, other proprietary
information, and information which may be patentable (“Proprietary
Information”); (2) confidential information entrusted to the Company by
third parties such as customers (including the U.S. government and its
agencies), suppliers, or other third parties (“Third Party
Information”); and (3) personally identifiable information received from
employees, customers, suppliers, or other third parties (including but not
limited to names, addresses, Social Security Numbers, background information,
credit card or bank information, telephone or facsimile numbers, e-mail
addresses and health information) (“Personal
Information”) which if misused could result in identity theft, credit
card fraud or other serious harm.




Personal
Information may be subject to protection under federal, state or local laws in
the U.S., or under laws of other countries.  No Personal Information
may be transmitted from one country to another country without prior managerial
approval.  No Personal Information may be disposed of except pursuant
to the Company’s approved methods of disposal.




TECHNOLOGY
USE AND PRIVACY




The
Company provides various technology resources (including computers, telephones,
software, copying machines, Internet access, and voice mail) to you to assist in
performing your duties on behalf of the Company.  You have the
responsibility to use the Company’s technology resources in a manner that
complies with applicable laws and Company policies.




Authorization




Access to
the Company’s technology resources is within the sole discretion of the Company
and subject to Company policies.  Generally, employees are given
access to the Company’s various technologies consistent with their job
functions.  The Company reserves the right to limit such access by any
means available to it, including revoking access altogether.




Prohibition
Against Violating Copyright Laws




You may
not use the Company’s technology resources to copy, retrieve, forward or send
copyrighted materials unless you have the author’s permission or are accessing a
single copy only for your own reference.




13


Other
Prohibited Uses




You may
not use any of the Company’s technology resources for any illegal
purpose,  in violation of any Company policy, in a manner contrary to
the best interests of the Company, in any way that discloses Proprietary
Information, Third Party Information, or Personal Information on an unauthorized
basis, or for personal gain.




OUR
WORK ENVIRONMENT




The
diversity of the Company’s employees is a tremendous asset.  The
Company is firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination, harassment, or
retaliation.  In addition, the Company strives to provide each
employee with a safe and healthy work environment.  Each employee has
responsibility for maintaining a safe and healthy workplace for all employees by
following health and safety rules and practices and reporting accidents,
injuries and unsafe equipment, practices or conditions.




ENVIRONMENTAL




The
Company must fully comply with all state and federal laws relating to the
protection of the environment in the conduct of its
business.  Employees must use, store and dispose all hazardous
materials properly and in accordance with applicable
regulations.  Employees must report, in accordance with Company
policies, all circumstances under which hazardous materials or wastes come in
contact with the environment, are improperly handled or disposed of, or where a
potential violation of law may exist.




COMPLIANCE
AND REPORTING




Compliance




Any
employee who violates the provisions of this Code will be subject to
disciplinary action, up to and including termination.  Willful
disregard of criminal statutes underlying this Code may require the Company to
refer such violation for criminal prosecution or civil action.




Reporting
Procedures and Other Inquiries




Questions
regarding the policies in this Code may be directed to the Chief Compliance
Officer, or such officer’s designee.  Managers and supervisors are
also resources who can provide timely advice and guidance to employees on ethics
and compliance concerns.  Any employee having knowledge of, or
questions or concerns about, an actual or possible violation of the provisions
of this Code is encouraged to promptly report the matter to his or her immediate
supervisor or to the Chief Compliance Officer, or such officer’s
designee.  The name and contact information for the Chief Compliance
Officer is set out below.  Directors are encouraged to discuss any
issues or concerns with the Chief Compliance Officer, or such officer’s
designee.




If you
have concerns relating to the Company’s accounting, internal controls or
auditing matters, you may also confidentially, and anonymously if you desire,
submit the information in




14


writing
to the Company’s Audit Committee of the Board of Directors at the Company’s
principle office in Fremont, California, pursuant to the Company’s Whistleblower
Policy.




When
submitting concerns, you are asked to provide as much detailed information as
possible.  Providing detailed, rather than general, information will
assist us in effectively investigating complaints.  This is
particularly important when you submit a complaint on an anonymous basis, since
we may be unable to contact you with requests for additional information or
clarification.  If you submit your concerns anonymously, please
provide details in a manner that does not inadvertently disclose your identity
(e.g. refer to “John Smith” rather than “my supervisor, John
Smith”).




We are
providing these anonymous reporting procedures so that you may disclose genuine
concerns without feeling threatened.  However, the Company prohibits
retaliation against employees who choose to identify themselves when submitting
a report in good faith, and takes measures to keep confidential the identities
of employees who choose to identify themselves when submitting their
reports.  Employees who identify themselves may be contacted in order
to gain additional information.




All
conversations, calls and reports made under this policy in good faith will be
taken seriously.




Policy
Prohibiting Unlawful Retaliation or Discrimination




Neither the Company nor
any of its employees maydischarge, demote, suspend, threaten, harass or
in any manner discriminate against any employee in the terms and conditions of
employment based upon any lawful actions of such employee who in good
faith:




·
            provides
      information or assists in an investigation relating regarding any conduct
      which the employee reasonably believes constitutes a violation of Fraud
      Laws (as defined below);




·
            files,
      testifies, participates or otherwise assists in a proceeding that is filed
      or about to be filed (with any knowledge of the Company) relating to an
      alleged violation of a Fraud Law;




·
            provides
      truthful information to a law enforcement officer relating to the
      commission or possible commission of any federal offense;
    or




·
            engages
      in any other conduct protected by
law.




This
policy applies in any instance where such information or assistance provided to,
or the investigation is conducted by, a federal regulatory or law enforcement
agency, any member or committee of Congress, or any person with supervisory
authority over the employee or the authority to investigate misconduct relating
to potential securities violations by the Company or its
employees.  For purposes of this policy, a “Fraud Law” is a violation
of federal criminal law involving:




·
            securities
      fraud, mail fraud, bank fraud or wire, radio or television
      fraud;




15


·
            violations
      of SEC rules or regulations; or




·
            violations
      of any federal law relating to fraud against
  shareholders.




The
Chief Compliance Officer




The Chief
Compliance officer is Amjad Huda, the Chief Financial Officer (amjad.huda@wafergen.com).




This
document is not an employment contract between the Company and its employees,
nor does it modify their employment relationship with the Company.




This Code
is intended to clarify your existing obligation for proper
conduct.  The standards and the supporting policies and procedures may
change from time to time in the Company’s discretion.  You are
responsible for knowing and complying with the current laws, regulations,
standards, policies and procedures that apply to the Company’s
work.










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