EX-FILING FEES 5 d745346dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Agenus 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(3)

 

Fee

Rate

 

Amount of
Registration

Fee

                 

Fees to Be

Paid

  Equity   Common Stock, $0.01 par value per share     (1)   (2)   —    —    — 
                 

Fees to Be

Paid

  Equity   Preferred Stock, $0.01 par value per share     (1)   (2)   —    —    — 
                 

Fees to Be

Paid

  Other   Warrants     (1)   (2)   —    —    — 
                 

Fees to Be

Paid

  Debt   Debt Securities     (1)   (2)   —    —    — 
                 

Fees to Be

Paid

  Other   Units     (1)   (2)   —    —    — 
                 

Fees to Be

Paid

  Unallocated (Universal Shelf)     457(o)   (1)   (2)   $300,000,000   0.00014760   $44,280.00
                 

Fees

Previously

Paid

  Equity   Common Stock, $0.001 par value per share   457(c)   134,512,851   $1.78   $239,432,874.78(4)   0.0001102   $20,302(4)
           
    Total Offering Amounts      $300,000,000     44,280.00
           
    Total Fees Previously Paid          $20,302
           
    Total Fee Offsets         
           
    Net Fee Due                $23,978


(1)

The registrant is registering hereby an unspecified principal amount or number and offering price of securities of each identified class as may be offered, from time to time, hereunder, along with an indeterminate principal amount or number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder or pursuant to any anti-dilution adjustments with respect to any such securities. Separate consideration may or may not be received for securities that are issued upon conversion, exercise or exchange of other securities.

(2)

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.

(3)

Estimated solely for the purpose of calculating the registration fee. No separate consideration will be received for shares of Common Stock that are issued upon conversion of Preferred Stock or Debt Securities or upon exercise of Warrants registered hereunder. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $300,000,000.

(4)

The $300,000,000 of securities registered pursuant to this registration statement includes 134,512,851 shares of Common Stock that may be issued and sold under a certain at-the-market issuance sales agreement with B. Riley Securities, Inc., or Sales Agreement. We incurred a registration fee of $36,218 at the time this registration statement was initially filed for 184,638,269 shares of Common Stock that may be issued and sold under the Sales Agreement. After the application of a fee offset, we paid a registration fee of $20,302 for the 184,638,269 shares of Common Stock that may be issued and sold under the Sales Agreement. As of the date of this registration statement, we have sold 50,125,418 shares of Common Stock pursuant to the Sales Agreement. We are registering the offer and sale of the remaining 134,512,851 shares of Common Stock that have not been sold pursuant to the Sales Agreement.