Melbourne Victory keeper Max Crocombe pulled off a series of stunning saves, but the weight of numbers eventually told as Ulsan secured a 3-0 win in the ACL.
Melbourne Victory's Asian Champions League campaign is over after they suffered a 3-0 loss to Ulsan Hyundai in the round of 16 on Sunday.
A series of stunning saves from Victory goalkeeper Max Crocombe gave the Australian outfit a sniff of pulling off an upset win.
But the floodgates opened in the final 25 minutes of the match, with Norwegian international Bjorn Maars Johnsen scoring a double and Won Du-Jae adding another.
Although Victory's youth-laden squad failed to snare a spot in the quarterfinals, they did well just to make it out of the group stage and they will take plenty of positives heading into the A-League season.
Victory entered Sunday's match without injured duo Leigh Broxham and Callum McManaman, and they were dealt a further blow when defender Adama Traore limped off after just 15 minutes with a groin injury.
Ulsan, who had the luxury of bringing back their entire starting XI after resting them for the last group match, created a flurry of chances early.
Yun Bit-Garam sent his close-range chance high, while Junior Negrao's header went wide of the target in the eighth minute.
The rest of the half belonged to Crocombe, who pulled off two stunning saves to ensure the scores remained locked at 0-0 at the break.
Kim In-Sung beat the offside trap in the 21st minute to create a one-on-one opportunity against the New Zealand goalkeeper.
In-Sung had so much time up his sleeve that he was able to take two seconds to settle and prepare his shot.
But Crocombe was up to the task, moving swiftly to his left to make the important save.
Then just minutes before halftime, Crocombe dove to his left to keep out Bit-Garam's deflected strike.
Crocombe's heroics continued early in the second half, with his brilliant reflex save denying Junior's close-range shot.
Up the other end, Ulsan goalkeeper Jo So-Huk pulled off a sharp save himself in the 58th minute to deny Victory substitute Brandon Lauton in what proved to be their best chance of the match.
That save proved to be pivotal, with Ulsan piling on three goals in the space of 21 minutes to seal the win.
Johnsen drilled the first in the 65th minute after the ball came to him following a pin-ball situation in Victory's box.
Du-Jae made it 2-0 in the 77th minute with a perfectly-placed header that gave Crocombe no hope.
And Johnsen had his double in the 81st minute courtesy of a simple tap-in at the far post after latching on to a teammate's header.