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Exhibit 107

Calculation of Filing Fee Tables

424(b)(5)

(Form Type)

Allogene Therapeutics, 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
Share
  Maximum
Aggregate
Offering
Price
  Fee
Rate
  Amount of
Registration Fee(1)
                 
Fees to be Paid    Equity    Common stock,
par value $0.001
per share
  Rule 457(r)   $250,000,000    N/A   N/A   $0.00014760    $36,900
           
    Total Offering Amounts   —    $250,000,000    —    $36,900
           
    Total Fees Previously Paid        
           
    Total Fee Offsets       —    $11,499.98 (2)
           
    Net Fee Due           —    $25,400.02 (2)

 

(1)

Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). Payment of the registration fee at the time of filing of the registrant’s Registration Statement on Form S-3 (File No. 333-268117) on November 2, 2022 was deferred pursuant to Rules 456(b) and 457(r) under the Securities Act and is paid herewith.

(2)

On November 5, 2019, the registrant filed a registration statement on Form S-3 (File No. 333-234516) (the “2019 Registration Statement”), registering, among other securities, the issuance of up to $250,000,000 of Common Stock of the registrant in an at-the-market equity offering of the registrant’s Common Stock (the “2019 ATM Common Stock”). The registration fee associated with the 2019 ATM Common Stock was $32,450. Pursuant to the 2019 Registration Statement, the registrant sold $82,650,355 of the 2019 ATM Common Stock, which equates to an associated registration fee of $10,728.02 based on the total registration fee paid in connection with the filing of the 2019 Registration Statement. Accordingly, the unused registration fee paid in connection with the 2019 Registration Statement and the 2019 ATM Common Stock is $21,721 (the “Unused 2019 Registration Fee”).

On November 2, 2022, the registrant filed a registration statement on Form S-3 (File No. 333-268117) (the “2022 Registration Statement”), registering, among other securities, the issuance of up to $167,349,645 of Common Stock of the registrant in an at-the-market equity offering of the registrant’s Common Stock (the “2022 ATM Common Stock”). The registration fee associated with the 2022 ATM Common Stock was $18,441.93, offset in its entirety by the Unused 2019 Registration Fee. Pursuant to the 2022 Registration Statement, the registrant sold $92,749,645 of the 2022 ATM Common Stock, which equates to an associated registration fee of $10,221.02 based on the total registration fee paid in connection with the filing of the 2022 Registration Statement. Accordingly, the unused registration fee paid in connection with the 2022 Registration Statement and the 2022 ATM Common Stock is $8,220.91.

Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the $250,000,000 of Common Stock of the registrant being registered hereby in the amount of $36,900 is offset by (i) $3,279.07 in registration fees previously paid by the registrant with respect to the 2019 ATM Common Stock that were registered but not issued pursuant to the 2019 Registration Statement and not used to offset the registration fees previously paid by the registrant with respect to the 2022 ATM Common Stock that were registered pursuant to the 2022 Registration Statement and (ii) $8,220.91 in registration fees previously paid by the registrant using the Unused 2019 Registration Fee with respect to the 2022 ATM Common Stock that were registered but not issued pursuant to the 2022 Registration Statement. Accordingly, $11,499.98 in registration fees are being paid at this time. Concurrently with the filing of this registration statement, any offering of unsold 2022 ATM Common Stock pursuant to the 2022 Registration Statement is hereby terminated.


Table 2: Fee Offset Claims and Sources

 

                       
     Registrant
or 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
     
    Rule 457(p)    
                       

Fee Offset

Claims

  Allogene
Therapeutics,
Inc.
  S-3   333-234516   11/5/2019     $3,279.07 (1)   Equity   Common Stock   N/A   $167,349,645    
                       
Fee Offset Sources   Allogene
Therapeutics,
Inc.
  S-3   333-234516     11/5/2019             $3,279.07
                       

Fee Offset

Claims

  Allogene
Therapeutics,
Inc.
  S-3   333-268117   11/2/2022     $8,220.91 (1)   Equity   Common Stock   N/A   $250,000,000    
                       
Fee Offset Sources   Allogene
Therapeutics,
Inc.
  S-3   333-268117       11/2/2022                       $8,220.91

 

(1)

See Note (2) under Table 1 above.