Exhibit 107
Calculation of Filing Fee Tables
Schedule TO-T
(Rule 14d-100)
CYMABAY THERAPEUTICS, INC.
(Name of Subject Company (Issuer))
PACIFIC MERGER SUB, INC.
a wholly owned subsidiary of
GILEAD SCIENCES, INC.
(Names of Filing Persons (Offerors))
Table 1-Transaction Valuation
Transaction Valuation* | Fee Rate | Amount of Filing Fee** | ||||||||||
Fees to Be Paid | $ | 4,336,360,599.20 | 0.0001476 | $ | 640,046.82 | |||||||
Fees Previously Paid | $ | 0 | $ | 0 | ||||||||
Total Transaction Valuation | $ | 4,336,360,599.20 | ||||||||||
Total Fees Due for Filing | $ | 640,046.82 | ||||||||||
Total Fees Previously Paid | $ | 0 | $ | 0 | ||||||||
Total Fee Offsets | $ | 0 | ||||||||||
Net Fee Due | $ | 640,046.82 |
* Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated as the sum of (i) 114,811,001 outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of CymaBay Therapeutics, Inc. (“CymaBay”) multiplied by $32.50, (ii) 17,339,540 Shares issuable pursuant to outstanding “in-the-money” stock options multiplied by $24.23 (which is $32.50 minus the weighted average exercise price for such options of $8.27 per share), (iii) 461,557 Shares issuable pursuant to restricted stock units with respect to Shares multiplied by $32.50 and (iv) 5,226,628 Shares underlying outstanding warrants to purchase Shares multiplied by $32.50. The calculation of the filing fee is based on information provided by CymaBay as of February 20, 2024.
** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2024, issued August 25, 2023, by multiplying the transaction value by 0.0001476.