POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael L. Lawhead and
Lisa A. Latham, or any of them signing individually, the undersigned's true and
lawful attorney-in-fact (each, an "Attorney-in-Fact") to:
(1) complete and execute, for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or beneficial owner of
more than ten percent (10%) of any equity securities of Madrigal
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Forms 3, 4
and 5, and Schedules 13D and 13G, and such other forms and documents,
including any amendments to any of the foregoing, as such Attorney-In-Fact
shall in his or her discretion determine to be required or advisable
pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and the rules and regulations
promulgated thereunder, or any successor laws and regulations, as a
consequence of, or in respect of, the undersigned's ownership, acquisition
or disposition of securities of the Company;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such forms and
schedules, including any amendments thereto, and timely file such forms
and schedules, including any amendments thereto, with the United States
Securities and Exchange Commission (the "SEC"), and any securities
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such Attorney-in-Fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
Attorney-in-Fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such information as such
Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.
The undersigned hereby grants to each such Attorney-in-Fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such Attorney-in-Fact, or each
such Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
Attorneys-in-Fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16(a) and Section 13(d) of
the Exchange Act.
The undersigned agrees that each such Attorney-in-Fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such Attorney-in-Fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any
untrue statement or omission of necessary facts in the information provided by
the undersigned to such Attorney-in-Fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and
13G, including any amendments thereto, and agrees to reimburse the Company and
each such Attorney-in-Fact for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and
13G, with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing Attorneys-in-Fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of July, 2016.
/s/ Rebecca Taub
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Rebecca Taub, M.D.