Zentalis Pharmaceuticals (ZNTL) S-3ASR Automatic shelf registration

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Zentalis 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 Forward 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, $0.001 par value per share

Rules 456(b) and 457(r)

(1) (2)

(1)

(1)

Equity

Preferred Stock, $0.001 par value per share

Rules 456(b) and 457(r)

(1) (2)

(1)

(1)

Debt

Debt Securities

Rules 456(b) and 457(r)

(1)

(1)

(1)

Other

Warrants

Rules 456(b) and 457(r)

(1)

(1)

(1)

Other

Purchase Contracts

Rules 456(b) and 457(r)

(1)

(1)

(1)

Other

Units

Rules 456(b) and 457(r)

(1)

(1)

(1)

Fees to Be Paid

Equity

Common Stock, $0.001 par value per share

Rule 457(o)

$200,000,000

—

$200,000,000

$0.00014760

$29,520

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

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Carry Forward Securities
Carry Forward Securities	N/A	N/A	N/A	N/A	N/A		N/A	N/A	N/A	N/A
	Total Offering Amounts				$200,000,000	$29,520
	Total Fees Previously Paid					—
	Total Fee Offsets					$15,068
	Net Fee Due					$14,452

(1)An unspecified number of securities of each identified class is being registered as may from time to time be issued at unspecified prices, including securities that may be issued upon exercise, conversion or exchange. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee relating to the registration of securities hereby other than the registration fee due in connection with $200,000,000 of shares of common stock that may be issued and sole from time to time under the sales agreement prospectus included herein. Any registration fees will be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r).

(2)Includes right to acquire common stock or preferred stock of the registrant under any shareholder rights plan then in effect, if applicable under the terms of any such plan.

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Table 2: Fee Offset Claims and Sources

	Registrant 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
Fee Offset Claims	Zentalis Pharmaceuticals, Inc.	S-3ASR	333-255769	May 4, 2021		$15,068 (3)	Unallocated (Universal) Shelf	(3)	(3)	$140,300,000
Fee-Offset Sources	Zentalis Pharmaceuticals, Inc.	S-3ASR	333-255769		May 4, 2021						$21,480

(3)Attributable to US$140,300,000 of unsold securities that were previously registered under the Registration Statement on Form S-3 (333-255769) on May 4, 2021 (the “Prior Registration Statement”), that have not yet been issued and sold. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fees may be applied to the filing fees payable pursuant to this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of such unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.

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