| (1) | Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||
| (2)(3) | | | | | $ | $ | | $ | |||||||
| (4)(5) | | | | | $ | $ | | $ | |||||||
| (4)(6) | | | | | $ | $ | | $ | |||||||
| (4)(7) | | | | | $ | $ | | $ | |||||||
| (4)(8) | | | | | $ | $ | | $ | |||||||
| (4)(9) | | | | | $ | $ | | $ | |||||||
| (4)(10) | | | | | $ | $ | | $ | |||||||
| (4)(11) | | | | | $ | $ | | $ | |||||||
| (4)(12) | | | | | $ | $ | | $ | |||||||
| (4)(13) | | | | | $ | $ | | $ | |||||||
| (4)(14) | | | | | $ | $ | | $ | |||||||
| Total Offering Amounts | $ | $ | |||||||||||||
| (15) | Total Fee Offsets | $ | |||||||||||||
| Net Fee Due | $ | ||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) also covers such indeterminable number of additional shares of Insmed Incorporated’s (the “Registrant”) common stock, par value $0.01 per share (“Common Stock”), as may become issuable under the Registrant’s Amended and Restated 2019 Incentive Plan, as amended (the “Incentive Plan”), or any of the Registrant’s Non-Qualified Stock Option Inducement Awards (as defined below) to prevent dilution in the event of a reorganization, reclassification, stock split, dividend or distribution, or any similar transaction. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the Nasdaq Global Select Market on May 9, 2025. |
| (3) |
Registers additional shares of Common Stock to be issued pursuant to future awards under the Incentive Plan.
|
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the price at which the relevant stock options may be exercised. |
| (5) |
Pursuant to the Registrant’s non-qualified stock option inducement awards to 15 new employees on June 3, 2024.
|
| (6) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 18 new employees on July 1, 2024. |
| (7) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 97 new employees on August 1, 2024. |
| (8) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 60 new employees on September 3, 2024. |
| (9) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 52 new employees on October 1, 2024. |
| (10) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 27 new employees on November 1, 2024. |
| (11) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 30 new employees on December 2, 2024. |
| (12) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 19 new employees on January 2, 2025. |
| (13) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 66 new employees on February 3, 2025. |
| (14) | Pursuant to the Registrant’s non-qualified stock option inducement awards to 18 new employees on March 7, 2025 (together with the Registrant’s non-qualified stock option inducement awards described in footnotes (5), (6), (7), (8), (9), (10), (11), (12) and (13) the “Non-Qualified Stock Option Inducement Awards”). |
| (15) | The Registrant does not have any fee offsets. |