0000885590SC TOSC TO-TEX-FILING FEESN/A 0000885590 2025-08-12 2025-08-12 0000885590 1 2025-08-12 2025-08-12 iso4217:USD xbrli:pure
Exhibit 107
Calculation of Filing Fee Tables
SCHEDULE TO
(Rule 14d-100)
DURECT CORPORATION
(Name of Subject Company (Issuer))
BHC LYON MERGER SUB, INC.
a wholly owned subsidiary of
BAUSCH HEALTH AMERICAS, INC.
a wholly owned subsidiary of
BAUSCH HEALTH COMPANIES INC.
(Names of Filing Persons (Offerors))
Table 1 – Transaction Valuation
 
       
    
 Transaction 
Valuation*
 
Fee
 Rate 
 
 Amount of 
Filing Fee**
       
Fees to Be Paid
  $67,888,790.49   0.00015310   $10,393.64
       
Fees Previously Paid
  —      — 
       
Total Transaction Valuation
  $67,888,790.49    
 
       
Total Fees Due for Filing
     
 
       
Total Fees Previously Paid
     
       
Total Fee Offsets
     
       
Net Fee Due
 
 
 
 
  $10,393.64
 
*
Estimated for purposes of calculating the filing fee only.
 
The transaction value was calculated by adding: (i) the product of (A) the sum of (1) 31,042,581 outstanding shares of common stock (the “Shares”) of DURECT Corporation (“DURECT”); (2) 670,268 Shares that may become outstanding as a result of vesting and settlement of restricted stock units; and (3) 49,067 Shares that may become outstanding as a result of vesting and settlement under DURECT’s 2000 Employee Stock Purchase Plan, as amended; and (B) $1.87, the average of the high and low sales prices per Share on August 8, 2025, as reported by Nasdaq Capital Market LLC (which, for the purposes of calculating the filing fee only, shall be deemed to be the “Reference Price”);
plus
 
(ii) the product of (A) 1,010,733, which is the sum of options with an exercise price less than the Reference Price and (B) $1.27, the weighted average exercise price of such options;
plus
 
(iii) the product of (A) the sum of (1) 600,000 Shares underlying the specified warrant to purchase Shares, dated February 2023, between DURECT and the specified holder thereto and (2) 2,991,027 Shares underlying the specified warrant to purchase Shares, dated July 2023, between DURECT and the specified holders thereto and (B) the Black-Scholes-based value of the warrants pursuant to the terms of the applicable warrant agreement.
 
**
The filing fee was calculated in accordance with Rule
0-11
under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory for Fiscal Year 2025, effective on October 1, 2024, by multiplying the transaction valuation by 0.00015310.