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Jefferies 2016 Healthcare Conference Greg Weinhoff, Chief Financial Officer CONFIDENTIAL Forward-Looking Statements Statements made in this presentation contain forward-looking statements, including: statements regarding Axovant’s expectations about timing of the results for the Phase 3 MINDSET study of intepirdine in patients with Alzheimer's disease, the Phase 2b HEADWAY-DLB study of intepirdine in patients with dementia with Lewy bodies, the Phase 2 study of nelotanserin in patients with DLB or PDD suffering from visual hallucinations, the Phase 2 study of nelotanserin in patients with DLB suffering from RBD and other elements of its clinical development and regulatory strategy; and statements regarding the size of the market opportunity for one or both drug candidates. Forward-looking statements can be identified by the words such as “believe,” “anticipate,” “continue”, “estimate”, “project,” “expect,” “plan,” “potential,” “intends,” “may,” “will,” “would”, “could”, “should” or the negative or plural of these words or other similar expressions that are predictions or indicate future events, trends or prospects. Forward-looking statements are subject to risks and uncertainties that could cause actual results and the timing of certain events to differ materially and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: risks associated with the success, cost and timing of our product development activities and clinical trials; the approval and commercialization of our product candidates intepirdine and nelotanserin; and increased regulatory requirements. These statements are subject to the risk that clinical trial data are subject to differing interpretations, and regulatory agencies, medical and scientific experts and others may not share Axovant’s views of the clinical study data. There can be no assurance that the clinical programs for intepirdine or nelotanserin will be successful in demonstrating safety and/or efficacy, that we will not encounter problems or delays in clinical development, or that any of our product candidates will ever receive regulatory approval or be successfully commercialized. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Axovant’s business in general, see the “Risk Factors” section of our annual report on Form 10-K to be filed with the Securities and Exchange Commission on June 6, 2016, and other filings that Axovant makes with the SEC from time to time. These forward-looking statements are based on information available to Axovant as of the date of this presentation and speak only as of the date of this presentation. Axovant disclaims any obligation to update these forward-looking statements, except as may be required by law. June 2016 2 Axovant Sciences – The Dementia Solutions Company Vision: Dementia Solutions • Become the leading company focused on the treatment of dementia by addressing all forms and aspects of the condition Mission: Create Value for Patients and Shareholders • Build a late-stage pipeline of CNS drugs in a capital-efficient manner to deliver value to patients and shareholders Lead Drug in Phase 3 for Alzheimer’s Disease • Intepirdine (RVT-101) is one successful pivotal phase 3 study away from approval by FDA and EMA in Alzheimer’s disease Global Leader in Lewy Body Dementia • Intepirdine and nelotanserin could potentially be first two drugs approved by FDA and EMA in Dementia with Lewy Bodies 3 Strong Leadership Team Management and Directors Vivek Ramaswamy* Chief Executive Officer Lawrence Olanoff, M.D., Ph.D. Director Mark Altmeyer* President & Chief Commercial Officer Atul Pande, M.D. Director Lawrence Friedhoff, M.D., Ph.D.* Chief Development Officer Ilise Lombardo, M.D. Vice President, Clinical Research Greg Weinhoff, M.D.* Chief Financial Officer Axovant team includes developers of both Aricept (Dr. Friedhoff) and Namenda (Dr. Olanoff) *Employee and officer of Axovant Sciences, Inc., a wholly-owned subsidiary of Axovant Sciences Ltd. 4 Market Leading Dementia Pipeline Compound Indication Phase 1 Mild-to-moderate Alzheimer’s disease Intepirdine (RVT-101) Dementia with Lewy bodies (DLB) Visual hallucinations in Lewy body dementia Nelotanserin • DLB and Parkinson’s disease dementia (PDD) REM behavior disorder (RBD) • DLB 5 Phase 2 Phase 3 Key Highlights of Intepirdine in Mild-to-Moderate Alzheimer’s Disease Intepirdine May be One Successful Trial from Approval Favorable Safety and Tolerability Profile Immediate Benefit that is Sustained over Time • Confirmatory MINDSET Phase 3 trial started in October 2015 • Agreement with FDA on Special Protocol Assessment • Data and potential NDA filing expected in 2017 • 16 clinical studies complete with > 1,300 human subjects exposed • Three new studies completed by Axovant, including at 70 mg QD dose • Dosing for 48 weeks with low dropout and adverse event rates • Benefits compared to donepezil alone are above baseline at earliest time points measured • Benefits sustained for at least 48 weeks vs. donepezil alone Ease of Use for Patients • Once-daily oral dosing • Potential for fixed-dose combination with donepezil at launch • No requirement for PET imaging, MRI monitoring, or IV infusions Strong Intellectual Property Position • Composition of matter IP protection through 2029 (including PTE) • Pending applications may extend patent life through 2035 • Axovant owns global rights 6 Proven Mechanism of Action with Donepezil Mechanism Supports Potential Utility in Multiple Forms of Dementia 7 48-Week Intepirdine Combination Trial Adjunctive Therapy to Donepezil • International, multi-center, double-blind, placebo-controlled trial in subjects with mild-to-moderate Alzheimer’s disease (n = 684) – Locations: U.S., Germany, Italy, Canada, Spain, Chile, Czech Republic, Argentina, Australia % completing Intepirdine 35 mg Once daily on top of stable dose of donepezil (n = 236) 684 subjects* receiving stable dose of donepezil Intepirdine 15 mg Once daily on top of stable dose of donepezil (n = 221) 89% 86% WEEK 24 Primary Endpoints % completing 210 subjects Intepirdine 35 mg Once daily on top of stable dose of donepezil (n = 194) 191 subjects Intepirdine 15 mg Once daily on top of stable dose of donepezil (n = 170) 198 subjects Placebo Once daily on top of stable dose of donepezil (n = 173) 89% WEEK 48 Intepirdine 35 mg Once daily on top of stable dose of donepezil (n = 172) 86% Intepirdine 15 mg Once daily on top of stable dose of donepezil (n = 147) 87% Placebo Once daily on top of stable dose of donepezil (n = 151) * Two subjects did not receive a dose Randomization was stratified to achieve: MMSE 10-15: < 30% subjects MMSE 16-20: < 60% subjects MMSE 21-26: < 30% subjects Placebo Once daily on top of stable dose of donepezil (n = 225) 88% Double-Blind Treatment: 48 Weeks 8 Improvements on ADAS-cog and ADCS-ADL at 48 Weeks Pre-Specified ITT Method of Analysis Change from Baseline: ADAS-cog -1.5 Change from Baseline: ADCS-ADL 2 Donepezil Alone 15 mg Intepirdine Plus Donepezil -0.5 Donepezil Alone 15 mg Intepirdine Plus Donepezil 1 35 mg Intepirdine Plus Donepezil 35 mg Intepirdine Plus Donepezil 0 0.5 -1 -2 1.5 -3 2.5 -4 -5 3.5 0 12 24 Weeks 36 -6 48 0 12 24 Weeks 36 48 Week 35 mg Intepirdine Difference vs. Donepezil Alone P- value Week 35 mg Intepirdine Difference vs. Donepezil Alone P- value 12 1.30 0.006 12 1.72 0.019 24 1.50 0.013 24 2.00 0.024 36 1.21 0.057 36 1.93 0.038 48 1.64 0.024 48 1.94 0.088 9 Intepirdine Phase 3 Confirmatory MINDSET Trial Initiated in October 2015 Clear Regulatory Guidance: Designed to Replicate Success: • FDA confirmed a single successful phase 3 trial may be sufficient to support regulatory filing • Co-primary endpoints: ADAS-cog and ADCS-ADL Gold standard measures of cognition and function • Two arms: intepirdine 35 mg and placebo May reduce residual placebo response • 500+ subjects per arm (>2x as many as prior trial) Added statistical power relative to prior trial • Special Protocol Assessment (SPA) with FDA for MINDSET phase 3 trial Phase 3 MINDSET Design and Key Assessment Timeline 1,150 subjects receiving stable dose of donepezil Intepirdine 35 mg Once daily on top of stable dose of donepezil Placebo Once daily on top of stable dose of donepezil WEEK 24 Primary Endpoints Double-Blind Treatment: 24 Weeks 10 Completing Subjects Eligible for Open-Label Extension WEEK 76 Intepirdine 35 mg Once daily on top of any cholinesterase inhibitor and/or memantine Safety and Tolerability Open-Label Extension: 52 Weeks Lewy Body Dementia CONFIDENTIAL What is Lewy Body Dementia? Umbrella term for two related diagnoses with similar pathology and clinical presentation Dementia with Lewy Bodies (DLB) Parkinson’s Disease Dementia (PDD) Cognitive decline must occur within one year of the onset of movement disorder symptoms Movement disorder symptoms must precede cognitive decline by more than one year 80% have visual hallucinations 65% have RBD 70% have visual hallucinations 30% have RBD 300,000 patients 1.1 million patients Lewy Body Dementia has both cognitive and behavioral aspects that have largely been unaddressed 12 Intepirdine in Dementia with Lewy Bodies (DLB) Potential First-in-Class Therapy Significant Unmet Need Cholinergic Deficits Cognition and Function Behavioral Disturbances • No drugs approved in the U.S. or EU • Aricept was approved in Japan for the treatment of DLB in 2014 • A prominent feature of DLB • Cholinergic neurotransmission is more dysfunctional in DLB than Alzheimer’s disease • Increasing acetylcholine improves cognition and function in DLB • Intepirdine promotes the release of acetylcholine • 5HT2A activity is a potential driver of visual hallucinations1 • In addition to 5HT6 activity, intepirdine is an antagonist of the 5HT2A receptor Evaluating 35mg and 70mg dose of intepirdine to increase 5HT2A receptor occupancy 1Ballanger et al., Arch Neurol 2010. Vol. 67:4, 416-421. 13 Intepirdine HEADWAY-DLB Program Addressing Cognition and Function Population: Key Endpoints: • 240 subjects with diagnosis of DLB • MMSE score: 14 – 26 (inclusive) • Stable background therapy will be allowed 240 subjects with diagnosis of DLB • Change from baseline on CIBIC+ and a computerized cognitive battery • Safety, tolerability, and change in behavioral symptoms Intepirdine 70 mg WEEK 24 Intepirdine 35 mg Primary Endpoints Placebo Double-Blind Treatment: 24 Weeks Completing Subjects Eligible for Active Treatment Extension Active Treatment Extension Single successful study could serve as basis for approval of intepirdine in DLB when combined with Alzheimer’s NDA filing 14 Nelotanserin CONFIDENTIAL Nelotanserin: Potential Best-in-Class 5HT2A Inverse Agonist Initial Focus on Behavioral Disturbances in Lewy Body Dementia Strong Binding Affinity Weak Binding Affinity Drug Profile: Atypical Antipsychotics1 “1st Generation” 5HT2A Inverse Agonist “Next Generation” 5HT2A Inverse Agonist Pimavanserin2 Nelotanserin 5HT2A Antagonism 5HT2C Antagonism MIXED D2 Antagonism Known risk of motor symptoms? YES NO NO Known risk of QTc prolongation? MIXED YES NO 1Richtand et al., Neuropsychopharmacology 2007. Vol. 32:8, 1715-1726. et al., Int J Neuropsychopharm 2008. Vol. 11:2, 163-171. 2Nordstrom 16 Rationale for Nelotanserin to Address Visual Hallucinations in Lewy Body Dementia 5HT2A activity is a potential driver of visual hallucinations Underlying pathology between PD and LBD are very similar Pimavanserin has shown efficacy in Parkinson’s disease psychosis (PDP) Broad Lewy body dementia population: Includes DLB and PDD patients Pimavanserin Improvements on SAPS-PD Phase 3 Parkinson’s disease psychosis trial Ki Binding Affinity (nM) Receptor Nelotanserin Pimavanserin 5HT2A 0.4 0.4 5HT2C 106 16 Nelotanserin is selective only for 5HT2A and has comparable affinity to pimavanserin Sources: Hacksell et al., Neurochem Res 2014; Al-Shamma et al., J Pharmacol Exp Ther 2010; Acadia Company Presentations; Ballanger et al., Arch Neurol 2010; Cummings et al., Lancet 2014 17 Nelotanserin Phase 2 Pilot Study in Lewy Body Dementia DLB and PDD Subjects Experiencing Frequent Visual Hallucinations Population: Key Endpoints: • 20 subjects with diagnosis of DLB or PDD • MMSE score ≥ 18 • Frequent visual hallucinations (occurring on most days of the week) 20 subjects with diagnosis of LBD (DLB or PDD) • Change in frequency and severity of visual hallucinations • Safety and tolerability • Exacerbation of motor symptoms First Treatment Period Second Treatment Period Nelotanserin Nelotanserin Placebo Placebo 28 Days 28 Days Results to inform design of subsequent pivotal study 18 Rationale for Nelotanserin in DLB Patients Experiencing REM Behavior Disorder (RBD) Overlap between visual hallucinations and dream content during REM behaviors Arousals from sleep may trigger disruptive REM behaviors In clinical studies, nelotanserin has shown robust reductions in the number of arousals and awakenings Blocking the 5HT2A receptor reduces visual hallucinations Number of Arousals Change from Screening Positive Nelotanserin Phase 2 Objective Sleep Study • n = 173 adult subjects with primary insomnia Compared placebo to 10 mg and 40 mg nelotanserin Subjects spent nights 1 and 2 and nights 6 and 7 combined in a sleep laboratory Both doses of nelotanserin showed robust benefits on wake time after sleep onset, the primary endpoint (p < 0.0001) Improvement Number of Arousals • • • Nelotanserin produced statistically significant improvements on objective measures of sleep maintenance and consolidation Mean of: Night 1 and 2 (Pre-Specified Modified ITT Population) -9 Night 6 and 7 * -7 * -5 * * -3 -1 1 3 * = p < 0.0001 Sources: Rosenberg et al., SLEEP 2008; McKeith et al., Neuropsychopharmacology 2002. 19 Placebo 10 mg nelotanserin 40 mg nelotanserin Nelotanserin Phase 2 Study in REM Behavior Disorder DLB Subjects Experiencing RBD Population: Key Endpoints: • 60 subjects with diagnosis of DLB • Frequent episodes of RBD (occurring on most days of the week) • Screening includes sleep lab evaluation 60 subjects with diagnosis of DLB experiencing RBD • Change in frequency and severity of RBD episodes as measured by objective sleep lab assessments • Safety and tolerability Nelotanserin Placebo DAY 28 Primary Endpoints Double-Blind Treatment: 28 Days Designed as potentially pivotal study 20 Major Catalysts in 2016 and 2017 Catalyst Expected Timing Nelotanserin Phase 2 Study Results: LBD (Visual Hallucinations) H2 2016 Nelotanserin Phase 2 Study Results: RBD in DLB 2017 Intepirdine HEADWAY-DLB Study Results: Dementia with Lewy Bodies 2017 Intepirdine MINDSET Study Results and potential NDA Filing: Alzheimer’s Disease 2017 21 Axovant Sciences – The Dementia Solutions Company Axovant is Uniquely Positioned as the Leader in Dementia Solutions 22 Jefferies 2016 Healthcare Conference Greg Weinhoff, Chief Financial Officer CONFIDENTIAL