Rodman & Renshaw Letterhead]

[Rodman & Renshaw Letterhead]

Attn: Paul Ashton, Ph.D.

Chief Executive Officer

Ladies and Gentlemen:

This letter (the Agreement ) constitutes the agreement between Rodman & Renshaw, LLC

( Rodman or the Placement Agent ) and pSivida Corp. (the Company ), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection

with the proposed placement (the Placement ) of registered securities (the Securities ) of the Company, including shares (the Shares ) of the Company s common stock, par value $0.001 per

share (the Common Stock ) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a Purchaser and

collectively, the Purchasers ) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement.

This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement shall be collectively referred to herein as the Transaction Documents. The date of the closing of the

Placement shall be referred to herein as the Closing Date. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Rodman to purchase the Securities and does not

ensure the successful placement of the Securities or any portion thereof or the success of Rodman with respect to securing any other financing on behalf of the Company.

SECTION 1. COMPENSATION AND OTHER FEES.

As compensation for the

services provided by Rodman hereunder, the Company agrees to pay to Rodman:

payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement. At the Company s option, the Company may enter into an arrangement with another US registered broker-dealer approved

by Rodman pursuant to which such broker-dealer shall be entitled to receive up to, in the aggregate,

16 2/3% (one-sixth) of the cash fee payable by the

Company (or 1% of the aggregate gross proceeds) solely under this Section 1(A), as compensation for a role as co-placement agent. For the avoidance of doubt, in no event shall the Company be required to pay, in the aggregate to Rodman and any

co-placement agent, a fee greater than 6% of the aggregate gross proceeds raised in the Placement.

The Company also agrees to reimburse the out of pocket accountable expenses actually incurred by Rodman or the co-placement agent if any, or persons associated with Rodman or the co-placement agent (with supporting invoices/receipts) in the amount

of 0.8% of the aggregate gross proceeds raised in the placement, but in no event more than $35,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such

reimbursement shall be payable immediately upon (but only in the event of) the closing of the Placement, provided that the Company shall have received all supporting invoices/receipts.

Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20th Floor, New York, NY 10020

Tel: 212 356 0500 Fax: 212 581 5690 www.rodm.com Member: FINRA, SIPC

SECTION 2. REGISTRATION STATEMENT.

The Company represents and warrants to, and agrees with, the Placement Agent that:

(A) The Company has filed with the Securities and Exchange Commission (the Commission ) a registration statement on Form S-3 (Registration File No. 333-163347) under the Securities

Act of 1933, as amended (the Securities Act ), which became effective on January 7, 2010, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements of Form S-3

under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities

Act, and the rules and regulations (the Rules and Regulations ) of the Commission promulgated thereunder, a supplement to the prospectus included in such registration statement relating to the placement of the Shares and the plan

of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the

date of this Agreement, is hereinafter called the Registration Statement ; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the Base Prospectus ; and the

supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the Prospectus Supplement. Any reference

in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the Incorporated Documents ) pursuant to

Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the Exchange Act ), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the

case may be; and any reference in this Agreement to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to

and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. Incorporated

Documents shall be deemed to include all financial statements and schedules, exhibits and other information which are or are deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and

other information that is contained, included, described, referenced, set forth or stated in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and

all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that are or are deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or

the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending

or has been initiated or, to the Company s knowledge, is threatened by the Commission. For purposes of this Agreement, free writing prospectus has the meaning set forth in Rule 405 under the Securities Act and the

Time of Sale Prospectus means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated by reference therein.

(B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and

schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the

applicable Rules and Regulations and did

not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make

the statements therein not misleading. The Base Prospectus complied, and the Time of Sale Prospectus, if any, and the Prospectus Supplement will comply, each as of its respective date, in all material respects with the Securities Act and the

Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the

Commission, conformed in all material respects to the applicable requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a

material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which

they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are filed with the Commission, will conform in

all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the

aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that

(x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. Other than certain exhibits to the Current Report on Form 8-K to be filed by the Company in connection with the

Placement (a copy of which shall be provided to Rodman in advance of filing), there are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as

exhibits or schedules to the Registration Statement, that have not been described or filed as required.

The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the

Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed,

or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable

rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.

(D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed

copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if

any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will

distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of

the documents incorporated by reference therein and any other materials permitted by the Securities Act.

SECTION 3. REPRESENTATIONS AND WARRANTIES. Except as set forth under the corresponding section

of the Disclosure Schedules, the Registration Statement or the Prospectus Supplement, which shall be deemed a part hereof, the Company hereby makes the representations and warranties set forth below to the Placement Agent.

(A) Organization and Qualification. All of the direct and indirect subsidiaries (individually, a

Subsidiary ) of the Company are set forth on Schedule 3(A). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens (which for

purposes of this Agreement shall mean a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction), and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued

and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good

standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the

Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly

qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to

be so qualified or in good standing, as the case may be, would not reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on

the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company s ability to perform in any material

respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a Material Adverse Effect ); provided that none of the following alone shall be deemed, in and of itself, to constitute a

Material Adverse Effect: (a) a change in the market price or trading volume of the Common Stock or (b) changes in general economic conditions or changes affecting the industry in which the Company operates generally (as opposed to

Company-specific changes) so long as such changes do not have a materially disproportionate effect on the Company, and no Proceeding (which for purposes of this Agreement shall mean any action, claim, suit, investigation or

proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened) has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or

curtail such power and authority or qualification.

(B) Authorization; Enforcement. The Company has the

requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the

Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of

directors or its stockholders in connection therewith other than in connection with the Required Approvals (as defined in subsection 3(D) below). Each Transaction Document has been (or upon delivery will have been) duly executed

by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company (assuming due execution and delivery by the other parties thereto) enforceable against the Company in

accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors rights generally and (ii) as limited by laws

relating to the availability of specific performance, injunctive relief or other equitable remedies.

(C) No Conflicts. The execution, delivery and performance of the

Transaction Documents by the Company, the issuance and sale of the Securities and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the

Company s or any Subsidiary s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would

become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of

time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the

Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each

of clauses (ii) and (iii), such as would not reasonably be expected to result in a Material Adverse Effect.