X0306 4 2018-06-05 0 0001636050 Axovant Sciences Ltd. AXON 0001290166 QVT Associates GP LLC 1177 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001543904 QVT Fund V LP 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 Common Shares, $0.00001 par value per share 2018-06-05 4 P 0 14285714 1.75 A 89285714 I see fn QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Family Office Fund LP (f/k/a QVT Fund V LP) and QVT Associates GP LLC, the general partner of QVT Family Office Fund LP (collectively, "QVT"), may be deemed to have beneficial ownership over the 89,285,714 Common Shares held by Roivant Sciences Ltd. ("Roivant") because, as shareholders of Roivant, QVT may be deemed to have dispositive power and, therefore, beneficial ownership, over the Common Shares held by Roivant by virtue of governance arrangements in Roivant's bye-laws, namely, the appointment of one or more independent directors (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors. /s/ Tracy Fu 2018-06-07