Generation Bio (GBIO) S-3 Shelf registration

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Generation Bio Co.

(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	Debt	Debt Securities	(1)	(1)	(1)	(1)	(1)	(1)	—	—	—	—
Fees to Be Paid	Equity	Common Stock, par value $0.0001 per share	(1)	(1)	(1)	(1)	(1)	(1)	—	—	—	—
Fees to Be Paid	Equity	Preferred Stock, par value $0.0001 per share	(1)	(1)	(1)	(1)	(1)	(1)	—	—	—	—
Fees to Be Paid	Other	Units(2)	(1)	(1)	(1)	(1)	(1)	(1)	—	—	—	—
Fees to Be Paid	Other	Warrants	(1)	(1)	(1)	(1)	(1)	(1)	—	—	—	—
Fees to Be Paid	Unallocated  (Universal Shelf)	Unallocated  (Universal Shelf)	457(o)	(1)	(1)	$12,742,646(1)(3)	$147.60 per $1,000,000	$1,880.81	—	—	—	—
Fees Previously Paid	—	—	—	—	—	—	—	—	—	—	—	—
Carry Forward Securities
Carry Forward Securities	Debt	Debt Securities	415(a)(6)	(3)					S-3	333-258723	August 11, 2021
Carry Forward Securities	Equity	Common Stock, par value $0.0001 per share	415(a)(6)	(3)		$237,000,000			S-3	333-258723	August 11, 2021	$25,856.70
Carry Forward Securities	Equity	Preferred Stock, par value $0.0001 per share	415(a)(6)	(3)					S-3	333-258723	August 11, 2021
Carry Forward Securities	Other	Units	415(a)(6)	(3)					S-3	333-258723	August 11, 2021
Carry Forward Securities	Other	Warrants	415(a)(6)	(3)					S-3	333-258723	August 11, 2021
Carry Forward Securities	Unallocated (Universal) Shelf	Unallocated (Universal) Shelf	415(a)(6)	(3)		$350,257,354 (3)			S-3	333-258723	August 11, 2021	$32,468.86
	Total Offering Amounts					$600,000,000 (1)(3)			$1,880.81
	Total Fees Previously Paid								—
	Total Fee Offsets								—
	Net Fee Due								$1,880.81

(1) Pursuant to Instruction 2.A(iii)(b) 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, as shall have an aggregate initial offering price up to $600,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or 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 addition, the total amount to be registered and the proposed maximum offering price are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(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 debt securities, shares of common stock or preferred stock, 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 $587,257,354 of unsold securities (the “Unsold Securities”) previously registered pursuant to the registration statement on Form S-3 (File No. 333-258723), which initially became effective upon filing with the U.S. Securities and Exchange Commission (the “SEC”) on August 11, 2021 (the “Initial Form S-3), as amended by Post-Effective Amendment No. 1 thereto that became effective upon filing with the SEC on February 24, 2022 (“Post-Effective Amendment No. 1”) and by Post-Effective Amendment No. 2 thereto that was declared effective by the SEC on May 9, 2022 (“Post-Effective Amendment No. 2”). We refer to the Initial Form S-3, as amended by each of Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2, as the “Prior Registration Statement”. The Unsold Securities consist of (x) $237,000,000 of unsold common stock pursuant to the sales agreement prospectus included in the Prior Registration Statement and (y) $350,257,354 of unsold securities previously registered pursuant to the Prior Registration Statement. In connection with the filing of the Initial Form S-3 and Post-Effective Amendment No. 2, the registrant paid an aggregate filing fee of $58,325.56 associated with the offering of the Unsold Securities (based on the filing fee rate in effect at the time of the filing of each of the Initial Form S-3 and Post-Effective Amendment No. 2). The filing fee associated with the offering of the Unsold Securities is hereby carried forward to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this Registration Statement. The registrant is also registering new securities on this registration statement with an aggregate initial offering price of $12,742,646 (the “New Securities”), which aggregate offering price is not specified as to each class of securities. A filing fee of $1,880.81 with respect to the New Securities is being paid in connection with the filing of this registration statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on 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 date of effectiveness of this registration statement.