0001144204-06-039736 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 26th, 2006 • pSivida LTD • Laboratory analytical instruments • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 18, 2006 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").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 26th, 2006 • pSivida LTD • Laboratory analytical instruments • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 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 the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).

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