Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND
REPLACED WITH “[***]” BECAUSE IT IS NOT MATERIAL AND WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

First Amendment to the Research, Development, and Commercialization Agreement

This first amendment (“First Amendment”) is entered with effect as of January 29, 2026 (the “First Amendment Effective Date”)

by and among

F. Hoffmann-La Roche Ltd

with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland (“Roche Basel”)

and

Hoffmann-La Roche Inc.

with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche U.S.”; Roche Basel and Roche U.S. together referred to as “Roche”)

on the one hand

and

Madrigal Pharmaceuticals, Inc.

with an office and place of business at 200 Barr Harbor Drive, Suite 200, West Conshohocken, Pennsylvania 19428, the United States (“Madrigal”, collectively with Roche, the “Parties,” and each a “Party”)

on the other hand.

First Amendment to the Research, Development, and Commercialization Agreement

WHEREAS, Roche and VIA Pharmaceuticals, Inc. have entered into a Research, Development, and Commercialization Agreement effective as of December 18, 2008 ("Agreement");

WHEREAS, Madrigal is the successor-in-interest to the Agreement; and

WHEREAS, the Parties desire to amend the Agreement to clarify Madrigal’s rights in Joint Patent Rights and Joint Know-How (each defined below); and

WHEREAS, Madrigal wishes to have the full and exclusive right and discretion to manage Patent Term Extensions (as defined below) for the Roche Patent Rights and the Joint Patent Rights for the purpose of maximizing the value of the Licensed Product; and

WHEREAS, Roche is willing to grant such right to Madrigal, provided that the royalty is not reduced with respect to a certain Roche patent right in a country, if Madrigal does not file a Patent Term Extension (as defined below) for such Roche patent right in such country; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto, intending to be legally bound, do hereby agree as follows:

Section 4.3 (Reduction for No Patent) of the Agreement is replaced in its entirety as of the First Amendment Effective Date as follows:

“4.3. Reduction for No Patent. On and after the date that, but for this Agreement, no Valid Claim of Roche Patent Rights would be infringed by the making, using or selling of a Licensed Product in a country in the Territory, the Net Sales of such Licensed Product in such country shall be reduced by [***] for the purpose of determining the royalties payable under Section 4.1, provided that in any country in the Territory in which a Roche Patent Right claiming priority to [***], (a) is granted and (b) would be infringed by the making, using, or selling of a Licensed Product in such country, the reduction set forth in this Section 4.3 (Reduction for No Patent) shall not apply until the date of expiration of all extensions including Patent Term Extensions that have been filed or could have been filed in such country. For example, in the US until [***] and in Europe until [***] (and in case of a Pediatric Exclusivity until [***] and [***], respectively), at which time the reduction shall then be applied.”

“(c)         Patentable or unpatentable Inventions or Know-How jointly made, developed or conceived by VIA and Roche personnel (such Inventions or Know-How, “Joint Know-How”) shall be jointly owned, unless the Parties agree otherwise. Subject to Section 7.5, patent applications covering joint inventions (“Joint Patent Rights”) shall be prepared and prosecuted jointly. Subject to any exclusivity obligations set forth in this Agreement, each Party shall be free to use and exploit Joint Know-How and Joint Patent Rights without the consent of, or any duty to account to, the other Party.”

“7.5. Patent Term Extension. VIA will have the full and exclusive right and discretion to determine and control all requests for patent term adjustments, patent term extension under the Drug Price Competition and Patent Right Restoration Act of 1984 in the U.S., supplementary protection certificates in the member states of the EU and their equivalents throughout the Territory, or equivalents thereto in any country in the Territory, including but not limited to Pediatric Exclusivity, in each case, arising from the Registration of, or otherwise applicable to, a Licensed Product (each, a “Patent Term Extension”). VIA will have the full and exclusive right to file for Patent Term Extensions for any Roche Patent Right, VIA Patent Right, or Joint Patent Right, in its sole discretion. Upon the request of VIA, Roche will provide support, consent, assistance, and all necessary documents, in full executed form if needed, to VIA for the purpose of supporting, filing, obtaining, and maintaining Patent Term Extensions. Without limiting the foregoing, if VIA in its sole discretion selects any Roche Patent Right or Joint Patent Right for which Roche is the Party prosecuting such Patent Right, VIA will prepare the applicable Patent Term Extension filing, and Roche will file, or permit VIA to file, such request for Patent Term Extension.”

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have entered into this First Amendment as of the First Amendment Effective Date.