Exhibit 107
Calculation of Filing Fee Tables
FORM F-3
(Form Type)
COMPUGEN LTD.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | | Security
Type | | Security
Class
Title | | Fee
Calculation
or Carry
Forward
Rule | | Amount
Registered (1) | | Proposed
Maximum
Offering
Price Per
Unit (2) | | Maximum
Aggregate
Offering
Price | | Fee
Rate | | Amount of
Registration
Fee | |
| | | | | | | | | | | | | | | | | | | | | |
| Fees to Be Paid | | Equity | | Ordinary Shares, par value NIS 0.01 per share | (1) | | — | | $ | — | | $ | — | | — | | $ | — | |
| | | Debt | | Debt Securities | (1) | | — | | | — | | | — | | — | | | — | |
| | | Equity | | Warrants | (1) | | — | | | — | | | — | | — | | | — | |
| | | Other | | Rights | | (1) | | — | | | — | | | — | | — | | | — | |
| | | Equity | | Units | (1) | | — | | | — | | | — | | — | | | — | |
| | | Unallocated (Shelf) | | (1) | (1) | | (1) | | | (2) | | $ | 350,000,000 | | 0.0001102 | | $ | 38,570 | |
| | Total Offering Amounts | | | | | $ | 350,000,000 | | | | $ | 38,570 | |
| | | Total Fees Previously Paid | | | | | | | | | | | — | |
| | | Total Fee Offsets | | | | | | | | | | $ | 38,570 | (3) |
| | Net Fee Due | | | | | | | | | | $ | 0 | (3) |
(1) | There are being registered hereunder such indeterminate number of the securities of each identified class being registered as may be sold by the registrant from time to time at indeterminate prices, with the maximum aggregate public offering price not to exceed $350 million. Also includes such indeterminate number of securities of Compugen Ltd. (the “Registrant”) as may be issued upon exercise, conversion or exchange of these securities. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. |
| (2) | The proposed maximum offering price per unit of each class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.C. of Form F-3 under the Securities Act of 1933, as amended (the “Securities Act”). |
| | |
(3)
| The Registrant previously filed a Registration Statement on Form F-3 with the Securities and Exchange Commission on July 30, 2020 (File No. 333-240183), which was declared effective on August 7, 2020 (the “Prior Registration Statement”), that registered an aggregate of $350,000,000 of an indeterminate number of securities to be offered by the Registrant from time to time. Of the $350,000,000 of securities registered on the Prior Registration Statement, for which the Registrant paid a filing fee of $45,430 in connection therewith, $346,246,838.25 of the securities remain unsold, leaving $44,942.84 in previously paid fees available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the Registrant is using $38,570 of the unused filing fees to offset the filing fee payable in connection with this filing. Accordingly, no additional registration fee is due to be paid at this time. Concurrently with the effectiveness of this registration statement, any offering of unsold securities pursuant to the Prior Registration Statement is hereby terminated. |
Table 2: Fee Offset Claims and Sources
| | | Registrant
or Filer
Name | | Form
or
Filing
Type | | File
Number | | Initial
Filing
Date | | Filing
Date | | Fee Offset
Claimed | | Security
Type
Associated
with Fee
Offset
Claimed | | Security
Title
Associated
with Fee
Offset
Claimed | | Unsold
Securities
Associated
with Fee
Offset
Claimed | | Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed | | Fee Paid
with Fee
Offset
Source | |
| Rule 457(p) | |
| Fee Offset Claims | | Compugen Ltd. | | F-3 | | 333-240183 | | July 30, 2020 | | | | $ | 38, 570 | | Unallocated (Universal) Shelf | | (1) | | Unallocated (Universal) Shelf | | $ | | | | | |
| Fee Offset Sources | | Compugen Ltd. | | F-3 | | 333-240183 | | | | July 30, 2020 | | | | | | | | | | | | | | $ | 38,570 | |
(1) Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under this registration statement by $38,570, which represents the portion of the registration fee previously paid with respect to $346,246,838.25 of unsold securities (the “Unsold Offset Securities”) previously registered on the 2020 Registration Statement. The offering of the Unsold Offset Securities pursuant to the Prior Registration Statement associated with the claimed fee offset pursuant to Rule 457(p) have been completed or terminated.
