Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Agios Pharmaceuticals, Inc.
(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 | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | 457(r) | (1) | (1) | (1) | (1) | (1) | — | — | — | — | ||||||||||||
Fees to Be Paid | Equity | Preferred Stock | 457(r) | (1) | (1) | (1) | (1) | (1) | — | — | — | — | ||||||||||||
Fees to Be Paid | Debt | Debt Securities | 457(r) | (1) | (1) | (1) | (1) | (1) | — | — | — | — | ||||||||||||
Fees to Be Paid | Other | Warrants | 457(r) | (1) | (1) | (1) | (1) | (1) | — | — | — | — | ||||||||||||
Fees to Be Paid | Other | Units (2) | 457(r) | (1) | (1) | (1) | (1) | (1) | — | — | — | — | ||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Carry Forward Securities | Equity | Common Stock, par value $0.001 per share | 415(a)(6) | (3) | — | $250,000,000 | — | — | S-3ASR | 333-237930 | April 30, 2020 | $32,450.00 | ||||||||||||
| Total Offering Amounts | $250,000,000(1)(3) | $0 | ||||||||||||||||||||||
| Total Fees Previously Paid | $0 | |||||||||||||||||||||||
| Total Fee Offsets | $0 | |||||||||||||||||||||||
| Net Fee Due | $0 | |||||||||||||||||||||||
(1) Pursuant to Instruction 2.A.iii.c. of Item 16(b) of Form S-3, this information is not required to be included. An indeterminate amount of the securities of each identified class is being registered as may from time to time be offered under this registration statement at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold under this registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant is deferring payment of all registration fees other than as specified in footnote (3) below. Any subsequent registration fees will be paid on a pay-as-you-go basis.
(2) Units may be issued under a unit agreement and will represent an interest in one or more securities registered under this registration statement including shares of common stock or preferred stock, debt securities or warrants, in any combination, which may or may not be separable from one another.
(3) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $250,000,000 of unsold shares of common stock (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-237930), which was automatically effective on April 30, 2020 (the “Prior Registration Statement”). The Prior Registration Statement registered common stock for offerings under the sales agreement with Cowen and Company, LLC with a proposed maximum aggregate offering price of $250,000,000. The Registrant sold no such securities under the Prior Registration Statement, leaving the balance of $250,000,000 of Unsold Securities, in respect of which the Registrant paid an aggregate registration fee of $32,450 (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement) in connection with the filing of the Prior Registration Statement. Pursuant to Rule 415(a)(6), the filing fee of $32,450 associated with the offering of the Unsold Securities is hereby carried forward to be applied to $250,000,000 of Unsold Securities registered hereunder, and as a result, no additional filing fee is due with respect to the Unsold Securities included in this registration statement. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the time of filing of this registration statement.
