X0206 3 2015-06-10 0 0001636050 Axovant Sciences Ltd. AXON 0001290166 QVT Associates GP LLC 1177 AVENUE OF THE AMERICAS, 9TH FLOOR 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 ("Common Shares") 75000000 I See footnote QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Fund V LP and QVT Associates GP LLC, the general partner of QVT Fund V LP (collectively, "QVT"), may be deemed to have investment and voting control over the 75,000,000 Common Shares held by Roivant Sciences Ltd. ("Roivant") by virtue of the fact that Keith Manchester, the Head of Life Sciences and a Portfolio Manager at QVT Financial LP, serves as one of three directors of Roivant. The filing of this statement shall not be deemed an admission that QVT or Dr. Manchester is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of QVT and Dr. Manchester expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. /s/Tracy Fu 2015-06-10