Axovant Sciences Ltd. (NYSE:AXON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Axovant Sciences Ltd. (NYSE:AXON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Appointment of David T. Hung, M.D. as Principal Executive
Officer

On April7, 2017, the Board of Directors (the Board) of Axovant
Sciences Ltd. (the Company) appointed David T. Hung, M.D. as its
Principal Executive Officer, effective as of that date. Dr.Hung
is the Chief Executive Officer of the Companys wholly owned U.S.
subsidiary, Axovant Sciences,Inc. On April7, 2017, Dr.Hung was
also appointed to the Board to serve as a ClassII Director with a
term expiring at the 2017 Annual General Meeting of Shareholders.
There is no family relationship between Dr.Hung and any of the
Companys directors or other executive officers. It is the
intention of the Company that Dr.Hung will serve as a member of
the Board at all times that he is employed by the Company, and to
that extent, the Company has procured from its current
controlling shareholder a commitment to vote all of its voting
interests in the Company in favor of Dr.Hungs appointment to the
Board, at each time as Dr.Hungs Board service is being voted on
by the Companys voting interest holders. During the term of his
employment, Dr.Hung may also provide consulting services to the
Companys affiliates, including Roivant Sciences,Inc., on such
terms as may be mutually agreed between Dr.Hung and such
affiliates.

Dr.Hung, age 59, was a co-founder of Medivation,Inc., a
biopharmaceutical company, and served as its President and Chief
Executive Officer and as a member of its board of directors, from
December2004 until its acquisition by Pfizer Inc. in
September2016. From 1998 until 2001, Dr.Hung was employed by
ProDuct Health,Inc., a privately held medical device company, as
Chief Scientific Officer and then as President and Chief
Executive Officer. Dr.Hung served as a consultant to Cytyc
Corporation from 2001 until 2002 to assist with transitional
matters related to Cytyc Corporations acquisition of ProDuct
Health,Inc. Dr.Hung served as a member of the board of directors
of Opexa Therapeutics,Inc., a biopharmaceutical company, from
May2006 to October2011. Dr.Hung received an M.D. from the
University of California, San Francisco, School of Medicine, and
an A.B. in Biology from Harvard College.

to Dr.Hungs employment agreement with Axovant Sciences,Inc., he
will receive an annual base salary of $550,000. He will also be
eligible to receive an annual discretionary cash bonus, with a
target amount equal to at least 60% of his then-current annual
base salary, subject to his achievement of individual performance
criteria to be determined by the Board or the Compensation
Committee, as well as overall company performance criteria. In
addition, Dr.Hung will purchase at least $10 million of the
Companys securities in or concurrent with the Companys next
financing event, and the Company will take all reasonable efforts
to make such opportunity available to Dr.Hung, subject to and in
compliance with all laws, rulesand regulations applicable to the
Company and any such financing event. Dr.Hung is also entitled to
$115,000 for expenses incurred in connection with his relocation.

On April7, 2017, the Compensation Committee approved the grant to
Dr.Hung of two options, each to purchase 2,000,000 common shares
(or an aggregate of 4,000,000 common shares) of the Company at an
exercise price equal to $15.13, the closing price of the Companys
common shares on the New York Stock Exchange on that date. Each
option is fully exercisable upon the grant date, subject to a
repurchase right in favor of the Company which lapses as the
option vests. One of the options to purchase 2,000,000 common
shares vests over a period of five years, with 20% of the common
shares underlying the option vesting on April7, 2018 and the
remainder vesting in 16 equal quarterly installments thereafter.
The other option to purchase 2,000,000 common shares (the Second
Option) vests over a period of five years, with 20% of the common
shares underlying the option vesting on April7, 2018 and the
remainder vesting in 16 equal quarterly installments thereafter,
but only if the 30-consecutive day

volume-weighted average closing price of the Companys common
shares equals or exceeds $100 per share at any point during the
10-year term of the option. If, however, by December31, 2017
the Companys MINDSET Phase 3 trial (i)has not demonstrated
statistical significance with respect to primary outcome
measures required for approval of intepirdine by the U.S. Food
and Drug Administration (FDA), or (ii)has demonstrated any
safety factors that have a reasonable likelihood of impeding
FDA approval then, on and following the date of such
determination, the $100 per share price in the previous
sentence will be reduced to $15 per share. to the terms of his
employment agreement, Dr.Hung is also entitled to receive an
option to purchase 2,000,000 common shares (the Third Option)
on the earlier of December29, 2017 or his termination without
cause or resignation for good reason (as those terms are
defined in his employment agreement), at an exercise price
equal to the closing price of the Companys common shares on the
New York Stock Exchange on that date. The Third Option will be
fully exercisable upon the grant date and will vest over a
period of five years measured from April7, 2017, with 20% of
the common shares underlying the option vesting on April7, 2018
and the remainder vesting in 16 equal quarterly installments
thereafter, but only if the 30-consecutive day volume-weighted
average closing price of the Companys common shares equals or
exceeds 150% of the Third Options exercise price per share at
any point during the 10-year term of the option. Dr.Hung will
also be eligible to receive annual discretionary option grants
in accordance with the Companys benchmarking policies. If a
change in control of the Company occurs, then 50% of any
unvested common shares underlying Dr.Hungs outstanding options
will vest in full upon the consummation of the change in
control. to the terms of his employment agreement, Dr.Hung has
agreed not to sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any
hedging or similar transaction with the same economic effect as
a sale with respect to any common shares or other securities of
the Company, until April7, 2019.

Dr.Hungs employment is at will and may be terminated at any
time, with or without cause. Under his employment agreement, in
the event that Dr.Hung is terminated without cause or resigns
for good reason, then the Company will be obligated to pay
Dr.Hung an amount equal to two times the sum of his
then-current annual base salary and annual bonus target
opportunity. This amount will be payable in pro rata
installments in the Companys ordinary payroll cycle unless such
termination or resignation occurs within 24 months following a
change in control, in which case, such amount will be payable
in one lump sum within 60 days of such termination or
resignation. In addition, he will also be eligible to receive
reimbursements for continued medical coverage for 18 months
after any such termination or resignation. If Dr.Hung is
terminated or resigns due to death or disability, then the
Company will be obligated to pay Dr.Hung (or his estate) an
amount equal to his annual bonus target opportunity for the
year in which such termination or resignation occurs, pro-rated
to the date of such termination or resignation. Further, in the
event that Dr.Hung is terminated without cause or resigns for
good reason, then 50% of any unvested common shares underlying
his outstanding options will vest in full upon such termination
or resignation, provided that, if any such option is subject to
performance-based vesting conditions or other criteria that are
not based solely on time, then the time-based conditions will
be deemed satisfied as of the date of such termination or
resignation, and the options otherwise will remain outstanding
and eligible to vest upon achievement of the applicable
performance-based requirements, regardless of the fact that
Dr.Hung is no longer employed by Axovant Sciences,Inc.,
following the termination and until (i)with respect to the
Second Option, (x)if the vesting price threshold is $100, then
the lesser of seven years from the termination date or the
remaining term of such option, and (y)if the vesting price
threshold is $15, then the remaining term of the option, and
(ii)with respect to the Third Option, the lesser of seven years
from the termination date or the remaining term of the option.
If Dr. Hung is subjected to excise tax to Sections 280G and
4999 of the Internal Revenue Code, he will receive an
additional payment so that he will be put in the same economic
position as if such excise tax had not applied.

The Company expects to enter into its standard indemnification
agreement for executive officers with Dr.Hung, the form of
which was previously filed by the Company as Exhibit10.4 to the
Companys Registration Statement on FormS-1 (File No.333-
204073), filed with the Securities and Exchange Commission on
May22, 2015 (the Registration Statement).

The foregoing summary of the terms and conditions of Dr.Hungs
employment is not intended to be complete and is qualified in
its entirety by reference to the full text of the employment
agreement attached as Exhibit10.1 to this Current Report on
Form8-K and incorporated herein by reference.

Appointment of Marion McCourt as Principal Operating
Officer

On April7, 2017, the Board appointed Marion McCourt as the
Companys Principal Operating Officer, effective as of that
date. Ms.McCourt is the President and Chief Operating Officer
of Axovant Sciences,Inc. There is no arrangement or
understanding between Ms.McCourt and any other person to which
she was appointed as an officer of the Company, and there is no
family relationship between Ms.McCourt and any of the Companys
directors or other executive officers.

Ms.McCourt, age 57, previously served as chief operating
officer of Medivation,Inc. from February2016 until its
acquisition by PfizerInc. in September2016. Previously
Ms.McCourt worked at Amgen Inc., a biotechnology company, where
she most recently served as a Vice President in U.S. Commercial
Operations from February2014 to January2016. From May2013 to
January2014, Ms.McCourt served as Vice President and General
Manager at Amgen where she was responsible for the bone health
and primary care business unit. From 2012 to 2013, she was
Chief Operating Officer for AstraZeneca US. Her
responsibilities included oversight and direct report of all
U.S. commercial functions, including medical affairs, business
development, finance, human resources, legal, operations,
payer-government and sales and marketing. During her 12-year
tenure at AstraZeneca, Ms.McCourt was President and Chief
Executive Officer of AstraZeneca Canada Inc. from 2011 to 2012
and also held the following roles at AstraZeneca
Pharmaceuticals LP: Vice President US Business Development,
Strategy Launch; Vice President of Business Units; and Vice
President Managed Markets, Government Policy. She is currently
a member of the boards of CytomX Therapeutics,Inc. and
SCYNEXIS,Inc. Ms.McCourts non-profit board memberships include
Girls on the Run International and MicroClinic2020. Ms.McCourt
holds a Bachelor of Science degree in Biology from Lafayette
College.

to Ms.McCourts employment agreement with Axovant Sciences,Inc.,
she will receive an annual base salary of $403,000. She will
also be eligible to receive an annual discretionary cash bonus,
with a target amount equal to 50% of her then-current annual
base salary, subject to her achievement of individual
performance criteria to be determined by the Board or the
Compensation Committee, as well as overall company performance
criteria. Ms.McCourt is also entitled to $115,000 for expenses
incurred in connection with her relocation.

On April7, 2017, the Compensation Committee approved the grant
to Ms.McCourt of an option to purchase 465,000 common shares of
the Company at an exercise price equal to $15.13, the closing
price of the Companys common shares on the New York Stock
Exchange on that date. The option will vest over a period of
four years, with one-quarter of the common shares underlying
the option vesting on April7, 2018 and the remainder vesting in
12 equal quarterly installments thereafter. Ms.McCourt will
also be eligible to receive additional periodic or annual
discretionary option grants based on her performance as well as
business conditions at the Company. If a change in control of
the Company occurs during Ms.McCourts employment, then 50% of
any unvested common shares underlying her outstanding options
will vest in full upon the consummation of the change in
control.

Ms.McCourts employment is at will and may be terminated at any
time, with or without cause. Under her employment agreement, in
the event that Ms.McCourt is terminated without cause or
resigns for good reason (as those terms are defined in her
employment agreement), then 50% of any unvested common shares
underlying her initial option grant described above will vest
in full upon such termination or resignation and the Company
will be obligated to pay Ms.McCourt an amount equal to 1.5

times the sum of her then-current annual base salary and annual
bonus target opportunity. This amount will be payable in pro
rata installments in the Companys ordinary payroll cycle unless
such termination or resignation occurs within 24 months
following a change in control, in which case, such amount will
be payable in one lump sum within 60 days of such termination
or resignation. In addition, she will also be eligible to
receive reimbursements for continued medical coverage for 18
months after any such termination or resignation. If Ms.
McCourt is subjected to excise tax to Sections 280G and 4999 of
the Internal Revenue Code, she will either have her payments
cut back so that the excise tax does not apply, or she will
receive the full payments and benefits and be subject to the
excise tax, whichever puts her in a better after-tax position.

The Company expects to enter into its standard indemnification
agreement for executive officers with Ms.McCourt, the form of
which was previously filed by the Company as Exhibit10.4 to the
Registration Statement.

The foregoing summary of the terms and conditions of
Ms.McCourts employment is not intended to be complete and is
qualified in its entirety by reference to the full text of the
employment agreement attached as Exhibit10.2 to this Current
Report on Form8-K and incorporated herein by reference.

Appointment of Kathryn E. Falberg and W. Anthony Vernon as
Directors of the Company

On April7, 2017, Kathryn E. Falberg and W. Anthony Vernon were
appointed to the Board, each to serve as a ClassI Director with
a term expiring at the 2019 Annual General Meeting of
Shareholders. The Board appointed Ms.Falberg to serve as a
member of the Audit Committee and the Board appointed Mr.Vernon
to serve as a member of the Audit Committee and the
Compensation Committee. There is no arrangement or
understanding between either Ms.Falberg or Mr.Vernon and any
other person to which such individual was selected as a
director, and there is no family relationship between either
Ms.Falberg or Mr.Vernon and any of the Companys other directors
or executive officers.

Ms.Falberg, age 56, previously served as Executive Vice
President and Chief Financial Officer of Jazz Pharmaceuticals
plc, a multi-national specialty biopharmaceutical company, from
March2012 to March2014 after serving as Senior Vice President
and Chief Financial Officer since December2009. Her
responsibilities at Jazz Pharmaceuticals included strategy,
corporate development, corporate communications and information
technology. From 2001 through 2009, Ms.Falberg served as a
corporate director and audit committee chair for several
companies. From 1995 to 2001, Ms.Falberg was with Amgen Inc., a
biotechnology company, where she served as Senior Vice
President, Finance and Strategy and Chief Financial Officer and
prior to that as Vice President Chief Accounting Officer, and
Vice President, Treasurer. Ms.Falberg also serves as a member
of the board of directors for the public biopharmaceutical
companies Aimmune Therapeutics,Inc., aTyr Pharma,Inc. and
BioMarin Pharmaceutical Inc. and The Trade Desk,Inc., a
publicly held technology company. Ms.Falberg also served on the
board of directors of Medivation,Inc. from 2013 to 2016 and
Halozyme Therapeutics,Inc. from 2007 to 2016. Ms.Falberg
received an M.B.A. in Finance and B.A., in Economics from the
University of California, Los Angeles and is a certified public
accountant (inactive).

Mr.Vernon, age 61, served as senior advisor to Kraft Foods
Group,Inc. from January2015 through May2015, and Chief
Executive Officer for Kraft Foods Group,Inc. from October2012
to December2014. Mr.Vernon previously served as Executive Vice
President and President at Kraft Foods of North America from
2009 to October2012. From 2006 to 2009, Mr.Vernon was the
Healthcare Industry Partner at Ripplewood Holdings,Inc., a
private equity firm. Mr.Vernon previously led a number of
Johnson Johnsons largest franchises during a 23-year career at
Johnson Johnson, a public company engaged in the research and
development, manufacture and sale of products in the healthcare
field. From 2004 until 2005, Mr.Vernon was employed as Company
Group Chairman of Depuy Inc., an orthopedics company, which is
a subsidiary of Johnson Johnson. From 2001 until 2004,
Mr.Vernon served as President and Chief Executive Officer of
Centocor,Inc., a biomedicines company, which is a

division of Johnson Johnson. He has also served as President of
McNeil Consumer Products and Nutritionals, Worldwide President
of The Johnson Johnson-Merck Joint Venture and as a member of
Johnson Johnsons Group Operating Committees for Consumer
Healthcare and Nutritionals, Biopharmaceuticals, and Medical
Devices and Diagnostics. Mr.Vernon serves as a member of the
board of directors of NovoCure Ltd., a medical device
company,Intersect ENT,Inc., a medical device company, and The
WhiteWave Foods Company, a consumer packaged food and beverage
company, and formerly served as a director of Medivation,Inc.
and Kraft Foods Group,Inc. Mr.Vernon received a B.A. from
Lawrence University and an M.B.A. from the Northwestern
University Kellogg Graduate School of Management.

In accordance with the Companys non-employee director
compensation policy, each of Ms.Falberg and Mr.Vernon will
receive an annual cash retainer of $40,000 for his or her
service as a director. Each of Ms.Falberg and Mr.Vernon will
receive an additional cash retainer of $9,000 for such
individuals service as a member of the Audit Committee and
Mr.Vernon will receive an additional cash retainer of $6,000
for his service as a member of the Compensation Committee. In
addition, each of Ms.Falberg and Mr.Vernon will receive an
initial option grant to purchase 70,000 common shares of the
Company. In accordance with the Companys option grant policy,
these grants will be made on May15, 2017 and will have an
exercise price equal to the closing price of the Companys
common shares on the New York Stock Exchange on that date. Each
of these options will vest over a period of three years, with
one-third of the shares underlying the option vesting on each
of the first, second and third anniversaries of the grant date.

The Company expects to enter into its standard indemnification
agreement for directors with each of Ms.Falberg and Mr.Vernon,
the form of which was previously filed by the Company as
Exhibit10.4 to the Registration Statement.

Resignation of Vivek Ramaswamy as Principal Executive
Officer

As of April7, 2017, in connection with the appointment of David
T. Hung, M.D. as Principal Executive Officer of the Company and
Chief Executive Officer of Axovant Sciences,Inc., Vivek
Ramaswamy resigned as the Principal Executive Officer of the
Company and Chief Executive Officer of Axovant Sciences,Inc.
Mr.Ramaswamy will continue to serve as member of the Board.

Resignation of Marianne L. Romeo as a Director of the
Company

On April7, 2017, Marianne L. Romeo resigned from the Board,
effective as of that date. Ms.Romeo will continue to serve as
Head, Global Transactions Risk Management of the Company.

Item 9.01 Financial Statements and
Exhibits.

(d)Exhibits.

ExhibitNo.

Description

10.1

Employment Agreement, dated April7, 2017, between David
T. Hung, M.D. and Axovant Sciences,Inc.

10.2

Employment Agreement, dated April7, 2017, between Marion
McCourt and Axovant Sciences,Inc.


About Axovant Sciences Ltd. (NYSE:AXON)

Axovant Sciences Ltd., formerly Roivant Neurosciences Ltd., is a clinical-stage biopharmaceutical company focused on acquiring, developing and commercializing therapeutics for the treatment of dementia. The Company focuses on developing a pipeline of product candidates to address the cognitive, functional and behavioral aspects of dementia and related neurological disorders. The Company’s focus is to develop its lead product candidate, Intepirdine, which is a selective 5-hydroxytryptamine 6 (5-HT6) receptor antagonist for the treatment of Alzheimer’s disease and dementia with Lewy bodies (DLB). The Company also focuses on developing its second product candidate, Nelotanserin, which is a selective 5-HT2A receptor inverse agonist for the treatment of visual hallucinations in patients with DLB and rapid eye movement (REM) behavior disorder (RBD) in patients with DLB.

Axovant Sciences Ltd. (NYSE:AXON) Recent Trading Information

Axovant Sciences Ltd. (NYSE:AXON) closed its last trading session up +3.40 at 18.54 with 275,399 shares trading hands.

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