Madrigal Pharmaceuticals : Science and Technology Committee Charter 338.6 KB

Published: 2025-04-30 19:42:07 ET MDGL

Published on 04/30/2025 at 19:42

The purpose of the of the Board

of Directors of Madrigal

Board in the general oversight of the drug development (including scientific, strategic, tactical and technical aspects), regulatory affairs (including FDA, EMA and other jurisdictional regulatory filings and aspects), emerging science and technology and the use and consideration of science and technology in licensing, business development, R&D, and label expansion prospects or programs, and other aspects

Membership and Appointment

The Committee shall be comprised of not fewer than three members of the Board of Directors, as shall be determined from time to time by the Board of Directors. The members of the Committee shall be elected by the Board of Directors, or the committee thereof responsible for nominations of directors.

Removal

The entire Committee or any individual Committee member may be removed without cause by the affirmative vote of a majority of the Board of Directors. Any Committee member may resign effective upon giving oral or written notice to the Chairman of the Board of Directors, the Secretary (General Counsel) of the Corporation, or the Board of Directors (unless the notice specifies a later time for the effectiveness of such resignation). The Board of Directors may elect a successor to assume the available position on the Committee when the resignation becomes effective.

Chairperson

Directors. In the absence of such designation, the members of the Committee may designate the Chairperson by majority vote of the full Committee membership. The Chairperson shall determine the agenda for and the length of meetings and shall have unlimited access to

establish such other rules as may from time to time be necessary and proper for the conduct of the business of the Committee.

Meetings, Minutes and Reporting

The Committee will meet as often as it deems necessary to carry out its responsibilities. In addition, the Committee will meet between one and three weeks before regularly scheduled Board meetings to review the materials to be presented to the Board that fall within the purview

Delegation

The Committee may, by resolution passed by a majority of the Committee members, designate one or more subcommittees, each subcommittee to consist of one or more members of the Committee. Any such subcommittee, to the extent provided in the resolutions of the Committee and to the extent not limited by applicable law, shall have and may exercise all the powers and authority of the Committee. Each subcommittee shall have such name as may be determined from time to time by resolution adopted by the Committee. Each subcommittee shall keep regular minutes of its meetings and report the same to the Committee or the Board of Directors when required.

Authority to Retain Advisors

In the course of its duties, the Committee shall have the sole authority, at the and other retention terms.

The following shall be recurring duties and responsibilities of the Committee, and any individual Committee member to whom power has been duly delegated by the Committee. These duties and responsibilities are set forth below as a guide to the Committee, with the understanding that the Board and the Committee may alter or supplement them as appropriate under the circumstances, to the extent permitted by applicable law.

progress in achieving R&D goals and objectives.

Provide oversight to management on drug development and regulatory affairs and strategic and tactical issues, including preparation for regulatory filings, reviews and approvals.

Provide strategic advice and oversight to the Board and management regarding emerging science and technology and the use and consideration of science and technology in licensing, business development, R&D programs, new studies, technology positions, technology investments and label expansion activities.

Review and advise the Board of the scientific aspects of business development transactions and recommend to the Board the approval of any such transactions.

Provide advice and oversight on development of corporate positions on patient identification and management.

Review and discuss management long-form R&D presentations to the Committee and/or Board, and

Assist the Board with its oversight responsibility for enterprise risk management in

Such other duties as may be delegated from time to time by the Board.

ADOPTED AND EFFECTIVE: December 18, 2024

Disclaimer

Madrigal Pharmaceuticals Inc. published this content on April 30, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2025 at 23:41 UTC.