Exhibit 107
Calculation of Filing Fee Table
SC TO-T
(Form Type)
Imago BioSciences, Inc.
(Name of Subject Company - Issuer)
M-Inspire Merger Sub, Inc.,
a wholly owned subsidiary of
Merck Sharp & Dohme LLC
(Names of Filing Persons - Offerors)
Table 1: Transaction Valuation
Transaction Value | Fee Rate | Amount of Filing Fee | ||||
Fees to Be Paid | $ 1,351,898,820.00(1) | 0.00011020 | $ 148,979.25(2) | |||
Fees Previously Paid | $ 0.00 | |||||
Total Transaction Valuation | $ 1,351,898,820.00(1) | |||||
Total Fees Due for Filing | $ 148,979.25 | |||||
Total Fees Previously Paid | — | |||||
Total Fee Offsets | — | |||||
Net Fee Due | $ 148,979.25 | |||||
| (1) | Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Imago BioSciences, Inc. (“Imago”), at a purchase price of $36.00 per share, to the seller in cash, without interest and less any required tax withholding. As of December 5, 2022 (the most recent practicable date): (i) 33,914,435 shares of Imago common stock were issued and outstanding, (ii) 5,031,346 shares of Imago common stock were subject to outstanding Imago stock options and (iii) rights to purchase 0 shares of Imago common stock pursuant to Imago’s 2021 Employee Stock Purchase Plan were outstanding. |
| (2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2023, effective October 1, 2022, by multiplying the transaction value by 0.00011020. |
