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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
 
For the month of November 2006
 
Commission File Number 000-51122
 
pSivida Limited
(Translation of registrant’s name into English)
 
Level 12 BGC Centre
28 The Esplanade
Perth WA 6000
Australia
(Address of principal executive offices)
 
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F).
Form 20-F ý        Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o        No ý
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___.

The document attached as Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference herein and into the following registration statements: (i) the Registrant's Registration Statement on Form F-3, Registration No. 333-132776; (ii) the Registrant's Registration Statement on Form F-3, Registration No. 333-132777; and (iii) the Registrant's Registration Statement on Form F-3, Registration No. 333-135428.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, pSivida Limited, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 21, 2006
     
 
PSIVIDA LIMITED
 
 		  
 		  
 
  By:   /s/Michael J. Soja
 
Michael J. Soja
 
Vice President, Finance and Chief Financial Officer
 
 
 
 
 
EXHIBIT INDEX
 
EXHIBIT 99.1:
Appendix 3B: New Issue Announcement, Application for Quotation of Additional Securities and Agreement
 
 
 
 
 
Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity
PSIVIDA LIMITED

ABN
78 009 232 026

We (the entity) give ASX the following information.

Part 1 - All issues
 
You must complete the relevant sections (attach sheets if there is not enough space).
       
1
+Class of +securities issued or to be issued
    
       
2
Number of +securities issued or to be issued (if known) or maximum number which may be issued
    
       
3
Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
    
 
+ See chapter 19 for defined terms.
 
1/1/2003
Appendix 3B Page 1
Appendix 3B
New issue announcement
 
         
4
Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
 
If the additional securities do not rank equally, please state:
·      the date from which they do
·      the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
·      the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
    
         
5
Issue price or consideration
    
       
6
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
    
       
7
Dates of entering +securities into uncertificated holdings or despatch of certificates
    
       
   
Number
+Class
8
Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)
      
 
+ See chapter 19 for defined terms.
 
Appendix 3B Page 2
1/1/2003
Appendix 3B
New issue announcement
 
       
   
Number
+Class
9
Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
      
         
10
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
      

Part 2 - Bonus issue or pro rata issue
       
11
Is security holder approval required?
    
       
12
Is the issue renounceable or non-renounceable?
    
       
13
Ratio in which the +securities will be offered
    
       
14
+Class of +securities to which the offer relates
    
       
15
+Record date to determine entitlements
    
       
16
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
    
       
17
Policy for deciding entitlements in relation to fractions
    
       
18
Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
    
       
19
Closing date for receipt of acceptances or renunciations
    
 
+ See chapter 19 for defined terms.
 
1/1/2003
Appendix 3B Page 3
Appendix 3B
New issue announcement
 
       
20
Names of any underwriters
    
       
21
Amount of any underwriting fee or commission
    
       
22
Names of any brokers to the issue
    
       
23
Fee or commission payable to the broker to the issue
    
       
24
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
    
       
25
If the issue is contingent on +security holders’ approval, the date of the meeting
    
       
26
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
    
       
27
If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
    
       
28
Date rights trading will begin (if applicable)
    
       
29
Date rights trading will end (if applicable)
    
       
30
How do +security holders sell their entitlements in full through a broker?
    
       
31
How do +security holders sell part of their entitlements through a broker and accept for the balance?
    
       
32
How do +security holders dispose of their entitlements (except by sale through a broker)?
    
 
 
+ See chapter 19 for defined terms.
 
Appendix 3B Page 4
1/1/2003
Appendix 3B
New issue announcement
 
       
33
+Despatch date
    
 
Part 3 - Quotation of securities
 
You need only complete this section if you are applying for quotation of securities

34
Type of securities
(tick one)
     
(a)
 o
Securities described in Part 1

(b)
 x
All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents
    

35
 o
If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
     
36
 o
If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
     
37
 o
A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)
       
38
Number of securities for which +quotation is sought
  
400,000 ordinary shares to be issued in the form of 40,000 ADSs
       
39
Class of +securities for which quotation is sought
  
Fully Paid Ordinary Shares
 
+ See chapter 19 for defined terms.
 
1/1/2003
Appendix 3B Page 5
Appendix 3B
New issue announcement
 
       
40
Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
 
If the additional securities do not rank equally, please state:
·      the date from which they do
·      the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
·      the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
  
Yes
       
41
Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period
 
(if issued upon conversion of another security, clearly identify that other security)
  
Conversion of US$80,000 Unlisted convertible notes maturing 15 November 2008 at US$0.20.
       
     
Number
+Class
42
Number and +class of all +securities quoted on ASX (including the securities in clause 38)
 
400,239,507
Fully Paid Ordinary Shares
 
 
+ See chapter 19 for defined terms.
 
Appendix 3B Page 6
1/1/2003
Appendix 3B
New issue announcement

Quotation agreement

1
+Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

2
We warrant the following to ASX.

 
·
The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 
·
There is no reason why those +securities should not be granted +quotation.

 
·
An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 
·
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 
·
We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the +securities be quoted.

 
·
If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3
We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4
We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
 
 
Sign here:       Date:
21 November 2006
    (Director/Company secretary)      
           
Print name:   Aaron Finlay      
 
 
+ See chapter 19 for defined terms.
 
1/1/2003
Appendix 3B Page 7