SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement ) is dated as of

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement ) is dated as of March 13, 2014, between pSivida Corp., a Delaware

corporation (the Company ), and the purchaser identified on the signature page hereto (including its successors and assigns, the Purchaser ).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the

Securities Act of 1933, as amended (the Securities Act ), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: the following terms have the meanings set forth in this

Acquiring Person shall have the meaning ascribed to such term in Section 4.3.

Action shall have the meaning ascribed to such term in Section 3.1(j).

Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is

controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

Board of Directors means the board of directors of the Company.

Business Day means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the

United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

Closing Date means the Trading Day on which all of the Transaction Documents have been executed and

delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser s obligations to pay the Subscription Amount and (ii) the Company s obligations to deliver the Securities, in each case, have been

satisfied or waived, but in no event later than the third Trading Day following the date hereof.

Commission means the United States Securities and Exchange

Common Stock means the common stock of the Company, par value $0.001 per share, and any

other class of securities into which such securities may hereafter be reclassified or changed.

Equivalents means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire, at any time, Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other

instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Company Counsel means Ropes & Gray LLP, with offices located at Prudential Tower, 800 Boylston

Street, Boston, MA 02199.

EGS means Ellenoff Grossman & Schole LLP, with offices located at

150 East 42nd Street, New York, New York 10017.

Evaluation Date shall have the meaning ascribed to such

term in Section 3.1(r).

Exchange Act means the Securities Exchange Act of 1934, as amended, and

the rules and regulations promulgated thereunder.

FCPA means the Foreign Corrupt Practices Act of 1977,

FDA shall have the meaning ascribed to such term in Section 3.1(gg).

FDCA shall have the meaning ascribed to such term in Section 3.1(gg).

GAAP shall have the meaning ascribed to such term in Section 3.1(h).

Indebtedness shall have the meaning ascribed to such term in Section 3.1(z).

Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(o).

Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right

or other restriction.

Material Adverse Effect shall have the meaning assigned to such term in

Material Permits shall have the meaning ascribed to such term in

Per Share Purchase Price equals $4.11, subject to adjustment for reverse and

forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement but on or prior to the Closing Date.

Person means an individual or corporation, partnership, trust,

incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Pharmaceutical Product shall have the meaning ascribed to such term in Section 3.1(gg).

Placement Agent shall mean Northland Securities, Inc.

Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an

informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

Prospectus means the final prospectus filed for the Registration Statement.

Prospectus Supplement means the supplement to the Prospectus complying with Rule 424(b) of the Securities

Act that is filed with the Commission and delivered by the Company to the Purchaser at the Closing.

Party shall have the meaning ascribed to such term in Section 4.5.

Statement means the effective registration statement with Commission file No. 333-185549 that registers the sale of the Shares to the Purchaser.

Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be

amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be

amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such rule.

SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).

Securities means the Shares.

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated

Shares means the shares of Common Stock issued or issuable to

the Purchaser pursuant to this Agreement.

Short Sales means all short sales as defined in

Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

Subscription Amount means the aggregate amount to be paid for Shares purchased hereunder as specified below

the Purchaser s name on the signature page of this Agreement and next to the heading Share Subscription Amount in United States dollars and in immediately available funds.

Subsidiary means any subsidiary of the Company as set forth on Exhibit 21.1 to the Company s

Annual Report on Form 10-K for the fiscal year ended June 30, 2013, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

Trading Day means a day on which the principal Trading Market is open for trading.

Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted

for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

Transaction Documents means this Agreement and any other documents or agreements executed in connection with

the transactions contemplated hereunder.

Transfer Agent means Computershare Trust Company, N.A., the

current transfer agent of the Company, with a mailing address of 350 Indiana Street, Suite 800, Golden, CO 80401, and a facsimile number of (303) 262-0604, and any successor transfer agent of the Company.

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the

execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of $6,987,000 of Shares. The Purchaser shall deliver to the Company, via wire transfer or a

certified check, immediately available funds equal to the Purchaser s Subscription Amount as set forth on the signature page hereto executed by the Purchaser and the Company shall deliver to the Purchaser its Shares as determined pursuant to

Section 2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall

occur at the offices of EGS or such other location as the parties shall mutually agree.

(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a copy of the irrevocable instructions to the Company s transfer agent instructing the transfer agent to deliver via

The Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to the Purchaser s Share Subscription Amount, designated on the signature page as Share Subscription Amount, divided by the Per Share Purchase Price

for Common Stock, registered in the name of the Purchaser; and

(iii) the Prospectus and Prospectus Supplement (which may

be delivered in accordance with Rule 172 under the Securities Act).

(b) On or prior to the Closing Date, the Purchaser

shall deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by the Purchaser;

(ii) the Purchaser s Subscription Amount by wire transfer to the account specified by the Company.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser

contained herein (unless as of a specific date therein, in which case they shall be accurate as of such date);

obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.