0001144204-05-035762 Sample Contracts

Form of Registration Rights Agreement
Registration Rights Agreement • November 15th, 2005 • pSivida LTD • Laboratory analytical instruments • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 15, 2005, by and among pSivida Limited, an Australian corporation, with headquarters located at Level 12 BGC Centre, 28 The Esplanade, Perth Australia 6000 (the "Company"), and the undersigned buyers (each, a "Buyer" and collectively, the "Buyers").

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Securities Purchase Agreement, dated October 5, 2005, between pSivida Limited and the investor listed on the Schedule of Buyers attached thereto
Securities Purchase Agreement • November 15th, 2005 • pSivida LTD • Laboratory analytical instruments • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of October 5th 2005 by and among pSivida Limited, an Australian corporation, with headquarters located at Level 12, BGC Centre, 28 The Esplanade, Perth, WA 6000 Australia (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Letter Agreement, dated November 15, 2005, relating to the Securities Purchase Agreement
Letter Agreement • November 15th, 2005 • pSivida LTD • Laboratory analytical instruments • New York

Reference is hereby made to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of October 5th, 2005, by and among the Company and the investors on the Schedule of Buyers attached thereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

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