GUARANTYpSivida LTD • September 15th, 2006 • Laboratory analytical instruments • New York
GUARANTY, dated as of September 14, 2006 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of October 5, 2005 as amended by the First Amendment dated the date hereof (as further amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2006 • pSivida LTD • Laboratory analytical instruments • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 14, 2006, 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 Castlerigg Master Investments Ltd. (the "Investor").
ACKNOWLEDGMENT AND AGREEMENT OF LICENSEE REGARDING COLLATERAL ASSIGNMENTAcknowledgment and Agreement • September 15th, 2006 • pSivida LTD • Laboratory analytical instruments
COLLATERAL ASSIGNMENTCollateral Assignment • September 15th, 2006 • pSivida LTD • Laboratory analytical instruments
COLLATERAL ASSIGNMENT, dated as of September 14, 2006, made by PSIVIDA INC. (formerly Control Delivery Systems, Inc.), a Delaware corporation (together with its successors and assigns, hereinafter, the “Assignor”), in favor of CASTLERIGG MASTER INVESTMENTS LTD., a company organized under the laws of the British Virgin Islands (the “Assignee”), in its capacity as collateral agent for the “Buyers” (as defined below) party to the Securities Purchase Agreement, dated as of October 5, 2005 (the “Securities Purchase Agreement”) , as amended by that certain Amendment Agreement, dated as of July 28, 2006 (the “Amendment Agreement”).
