Termination Contract Clauses (20,323)

Termination. This Agreement may be terminated at any time prior to the Effective Time upon a vote of the directors of either Parent or Subsidiary. In the event of such termination, this Agreement shall forthwith become void and neither party nor their respective officers, directors or stockholders shall have any liability hereunder.

Termination. The parties hereby agree to terminate the License Agreement pursuant to Section 6 thereof. Effective as of the date hereof (the "Termination Date"), the License Agreement shall terminate and be of no further force and effect. Notwithstanding any provision of the License Agreement to the contrary, neither party shall have any further obligations thereunder or with respect thereto, except as specifically set forth herein.

Termination. This Agreement shall automatically terminate upon the earlier of (i) immediately before the consummation of the Company's initial public offering (in which case we expect non-employee Board compensation to be set forth in a separate compensation policy consistent with publicly-traded companies and commensurate with the services provided by the Board member), or (ii) three (3) years after your commencement of service as a member of the Board; provided, however, that the termination of this Agreem...ent shall not terminate your service as a member of the Board which service shall terminate or expire in accordance with the applicable provisions of the laws of the Cayman Islands and the Company's Amended and Restated Memorandum and Articles of Association (as may be amended from time to time). 2 If the foregoing correctly conforms to your understanding of the agreement between you and the Company, please sign and date the enclosed copy of this letter and return it to us. Very truly yours, Structure Therapeutics Inc. /s/ Raymond Stevens Raymond Stevens, Ph.D. Chief Executive Officer Accepted and agreed: /s/ Joanne Waldstreicher Joanne Waldstreicher Date: 11/23/2022 3 EX-10.20 23 tm225197d11_ex10-20.htm EXHIBIT 10.20 Exhibit 10.20 November 23, 2022 Joanne Waldstreicher [***] Dear Joanne: We are delighted that you have agreed to join the Board of Directors (the "Board") of Structure Therapeutics Inc. (the "Company"). This letter sets forth the agreement between you and the Company regarding your Board membership (the "Agreement"): 1. Appointment as Board Member. Your service as a Board member will be effective as of the date the requisite Board and shareholder approvals of your appointment are obtained and will be subject to and in accordance with the applicable provisions of the laws of the Cayman Islands and the Company's Amended and Restated Memorandum and Articles of Association (as may be amended from time to time). View More

Termination. (a) Qualifying Termination. In the event Participant's employment or service to the Company and its Affiliates is terminated by reason of Participant's death or Disability, or by the Company without Cause, all of the unvested Restricted Stock Units shall immediately vest upon on the date of such termination of employment or service. For purposes of this Agreement, "Disability" means a "permanent and total disability" within the meaning of Section 22(e)(3) of the Code or as otherwise determined b...y the Committee. (b) Any Other Termination. In the event Participant's employment service to the Company and its Affiliates is terminated for any reason other than a reason specified in Section 3(a), the Restricted Stock Units (or portion thereof) that are not vested as of Participant's termination of employment or service shall be immediately forfeited and cancelled on the date of such termination of employment or service. View More

Termination. To the extent not vested as of the date of your Termination of Service, the Option shall terminate immediately if you incur a Termination of Service. Notwithstanding the previous sentence, you may exercise the Option to the extent exercisable at the time of such termination, at any time prior to the expiration of three months after such termination, or for any longer period of time after such termination as shall be determined by the Committee, but not later than the Expiration Date. Should you ...die during your employment or service or following your Termination of Service, the Option shall immediately terminate, except that, to the extent exercisable by you at the time of your death, the Option may be exercised within one year after the date of your death but not later than the Expiration Date, solely in accordance with all of the terms and conditions of the Plan by your personal representatives or by the person or persons to whom your rights under the Option shall pass by will or by the applicable laws of descent and distribution. View More

Termination. The Underwriters may terminate this Agreement, upon notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospe...ctive material adverse change, in or affecting the general affairs, consolidated financial position or consolidated results of operations of the Company, whether or not arising in the ordinary course of business, or (ii) there shall have occurred any material adverse change in the financial markets in the United States or in the international financial markets, or any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or on the international financial markets, in each case is such as to make it, in the reasonable judgment of the Representatives (after consultation with the Company), impracticable to market the Securities subject to this Agreement or enforce contracts for the sale of such Securities, or (iii) trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by federal or New York authorities, or (iv) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced since that date that it has placed any debt securities of the Company on what is commonly termed a "watch list" for possible downgrading, or (v) the Prospectus, at the time it was required to be delivered to a purchaser of Securities, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading. View More

Termination. This Agreement shall become null and void and of no force and effect upon the earliest to occur of: (a) the date of the Meeting, if any of the Non-Redeemed Shares held by the Holder are submitted to the Company's transfer agent with valid instructions to redeem such Public Shares at the Meeting and such instructions are not withdrawn by such date, other than as provided for in Section 1; (b) the mutual written consent of the parties hereto; and (c) the effectuation of the Extension and the deliv...ery of the Class A Ordinary Shares to the Holder. Notwithstanding any provision in this Agreement to the contrary, the Insider's obligation to surrender and forfeit the Forfeited Shares to the Company and the Company's obligation to issue the equivalent amount of Class A Ordinary Shares to the Holder shall only take place immediately prior to, and substantially concurrently with, a Closing. View More

Termination. This Agreement shall remain in full force and effect until the earliest of: (a) the expiration of the Standstill Period; (b) delivery of written notice by a Party to the other Party of a material breach of this Agreement by such other Party that is uncured by such Party within ten (10) business days after being provided written notice thereof; or (c) such other date established by mutual written agreement of the Parties; provided that the provisions of this Section 5 through Section 11 and Secti...on 15 hereof shall survive the termination of this Agreement. No termination of this Agreement shall relieve any Party from liability for any breach of this Agreement prior to such termination. View More

Termination. (a) This agreement shall be subject to termination in the absolute discretion of Echelon, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (a) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission, the OTCQX or the TSXV or trading in securities generally on the OTCQX or the TSXV shall have been suspended or limited or minimum prices shall have been established on such exc...hange, (b) a general banking moratorium shall have been declared by Canadian or U.S. federal, New York State or Ontario provincial authorities, (c) there shall have occurred any outbreak or escalation of national or international hostilities, or a declaration by the U.S. or Canada of a national emergency or war, major terrorist attack in a world commercial financial center, or other calamity or crisis, including a health epidemic, the effect of which on financial markets is such as to make it, in the sole judgment of the Echelon, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Time of Sale Prospectus, the Final Prospectus or the Final Canadian MJDS Supplement (exclusive of any amendment or supplement thereto), (d) Echelon is not satisfied in their sole discretion with their due diligence review and investigations in respect of the Company, (e) in the judgment of a Echelon there shall have occurred any material adverse change, (f) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of Echelon may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (g) any of the conditions to be fulfilled by the Company set out herein (which have not been waived) have not been satisfied by the Closing Time. 25 (b) The rights of termination contained in Section 7(a) may be exercised by Echelon and are in addition to any other rights or remedies Echelon may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of Echelon to the Company or on the part of the Company to Echelon, except that the Company shall be obligated to reimburse the expenses of Echelon and except in respect of any liability which may have arisen prior to or arise after such termination under Sections 6. View More

Termination. Unless otherwise mutually agreed in writing by the parties hereto, upon the expiration of the Standstill Period in accordance with Section 3(d)(vii) hereof, this Agreement shall immediately and automatically terminate in its entirety and no party hereunder shall have any further rights or obligations under this Agreement; provided, however, that no party hereto shall be released from liability for any breach of this Agreement that occurred prior to the termination of this Agreement. Notwithstand...ing this Section 23, the parenthetical language in Section 3(d)(vii), CGC's obligations under Section 4 and the provisions in Sections 12 through 27 shall survive any termination of this Agreement. View More