Xenon Pharmaceuticals (XENE) S-3ASR Automatic shelf registration

569,708,7510001582313N/AEX-FILING FEESS-3000158231332024-08-092024-08-09000158231362024-08-092024-08-09000158231352024-08-092024-08-09000158231312024-08-092024-08-09000158231322024-08-092024-08-09000158231342024-08-092024-08-0900015823132024-08-092024-08-09xbrli:pureiso4217:USD

Exhibit 107

Calculation of Filing Fee Tables

Form S-3ASR

(Form Type)

Xenon Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

																									Filing Fee
																									Previously
																									Paid In
			Fee				Proposed																Carry		Connection
			Calculation				Maximum			Maximum									Carry		Carry		Forward		with Unsold
		Security	or Carry				Offering			Aggregate						Amount of			Forward		Forward		Initial		Securities to
	Security	Class	Forward	Amount			Price			Offering						Registration			Form		File		Effective		Be Carried
	Type	Title	Rule	Registered			Per Unit			Price			Fee Rate			Fee			Type		Number		Date		Forward
Fees to Be Paid	Equity	Common Shares, no par value per share (1)	456(b) and 457(r)			(1)			(1)			(1)			(2)			(2)
	Equity	Preferred Shares, no par value per share (1)	456(b) and 457(r)			(1)			(1)			(1)			(2)			(2)
	Other	Warrants (1)	456(b) and 457(r)			(1)			(1)			(1)			(2)			(2)
	Other	Units (1) (3)	456(b) and 457(r)			(1)			(1)			(1)			(2)			(2)
	Equity	Common Shares, no par value per share (1)	457(o)	$	350,000,000			—		$	350,000,000		$	0.00014760		$	51,660.00
	Carry Forward Securities
Carry Forward Securities	Equity	Common Shares, no par value per share	415(a)(6)	$	219,708,751	(4)		—		$	219,708,751	(4)		—			—		424(b)(5)	(4)	333-260010	(4)	March 1, 2022	(4)	$	20,367.00	(4)
	Total Offering Amounts															$	51,660.00	(4)
	Total Fees Previously Paid															$	20,367.00
	Total Fee Offsets															$	—
	Net Fee Due															$	31,293.00	(4)

(1)

The registrant is registering hereby an unspecified amount of securities of each identified class as may be offered, from time to time, hereunder, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Separate consideration may or may not be received for securities that are issued upon conversion, exercise or exchange of other securities.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a “pay-as-you-go” basis.

(3)

Units may be issued under a unit agreement and will represent an interest in one or more securities 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.

(4)

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $219,708,751 of unsold shares (the “Unsold Securities”) of common shares, no par value per share (the “Common Shares”) previously registered pursuant to a prospectus supplement, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022 (the “Prior Prospectus Supplement”), to the Registration Statement on Form S-3 (File No. 333-260010), which was filed with the SEC and became automatically effective on October 4, 2021 (the “Prior Registration Statement”), relating to the offer and sale of Common Shares having an aggregate offering price of up to $250,000,000 under its current “at-the-market” program. In connection with the filing of the Prior Prospectus Supplement, $23,175 was due and the registrant applied a fee of $16,354.14 previously paid relating to $124,005,112.11 of unsold Common Shares pursuant to Rule 457(p) under the Securities Act which remained unsold under a prospectus supplement, dated June 3, 2020, to the Prior Registration Statement. As of the date of this registration statement, Common Shares having an aggregate offering price of up to $219,708,751 were not sold under the Prior Prospectus Supplement, multiplied by the fee rate of $0.0000927 at the time results in the registration fee of $20,367.00 that has already been paid and remains unused with respect to the Unsold Securities will be applied to Common Shares that are being registered pursuant to this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.