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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
000-51122
CUSIP
NUMBER
74439M
10 7
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(Check
one):
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o
Form
10-K
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x
Form
20-F
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o
Form
11-K
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o
Form 10-Q
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o
Form
N-SAR
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o
Form N-CSR
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For
Period Ended:
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June
30, 2005
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
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Nothing
in this form shall be construed to imply that the Commission has
verified
any information contained
herein.
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o
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Transition
Report on Form 10-K
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o
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Transition
Report on Form 20-F
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o
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Transition
Report on Form 11-K
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o
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Transition
Report on Form 10-Q
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o
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Transition
Report on Form N-SAR
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For
the Transition Period Ended:
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If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
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pSivida
Limited
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Full
Name of Registrant
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Former
Name if Applicable
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Level
12 BGC Centre, 28 The Esplanade
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Address
of Principal Executive Office (Street
and Number)
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Perth,
Western Australia 6000, Australia
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City,
State and Zip Code
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PART
II — RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense
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x
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(b)
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The
subject annual report, semi-annual report, transition report on Form
10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form
10-Q, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The
registrant was unable to compile, review and prepare all of the information
required by the registrant’s Annual Report on Form 20-F for the fiscal year
ended June 30, 2005, in time to permit the timely filing of such Form 20-F
without undue hardship and expense to the registrant. This inability has
resulted principally from the registrant’s pending acquisition of Control
Delivery Systems, Inc. (referred to herein as CDS) which is expected to be
completed on December 30, 2005. The pending acquisition required the preparation
of an extensive information statement for distribution to the shareholders
of
CDS, which made significant demands on the registrant and its independent
auditors. These and other demands arising in connection with the acquisition
of
CDS made it impossible for the registrant to prepare and file Form 20-F in
a
timely manner without undue hardship and expense. The Form 20-F will be filed
no
later than the fifteenth calendar day following the prescribed due
date.
PART
IV — OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Aaron
Finlay
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+61
(8)
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9226-5099
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of
the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that
the registrant was required to file such report(s) been filed? If
answer
is no, identify report(s).
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xYes
o
No
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(3)
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Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof?
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oYes
x
No
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If
so, attach an explanation of the anticipated change, both narratively
and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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PSIVIDA
LIMITED
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(Name
of Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date:
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December
29, 2005
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By:
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/s/Aaron
Finlay
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Name:
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Aaron
Finlay
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Title:
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Chief
Financial Officer and Company
Secretary
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2