EX-99.3 5 v070854_ex99-3.htm

Castlerigg Master Investments Ltd.
40 West 57th St
26th Floor
New York, NY 10019

pSivida Limited
Level 12, BGC Centre
28 The Esplanade
Perth, WA 6000
Australia

Re: Extension of Dates in Second Amendment Agreement

Reference is hereby made to that certain Second Amendment Agreement, dated as of December 29, 2006 ("Agreement"), by and between pSivida Limited (the "Company") and Castlerigg Master Investments Ltd.

Section 2(d) of the Agreement is hereby amended by changing the date in clause (i) thereof from "5:00 p.m. prevailing Boston, Massachusetts time on Saturday, March 31, 2007" to "5:00 p.m. prevailing Boston, Massachusetts time on April 2, 2007". Section 8 of the Agreement is hereby amended by changing the date therein from "April 2, 2007" to "April 7, 2007".

The other terms and conditions in the Agreement shall not be amended hereby and shall remain in full force and effect.
     
  Very truly yours,
   
  CASTLERIGG MASTER INVESTMENTS LTD.
   
  By: Sandell Asset Management Corp.
 
 
 
 
 
 
  By:   /s/ Timothy O’Brien
  Name: Timothy O’Brien
  Title: Chief Financial Officer
 
Agreed to and Accepted by:
PSIVIDA LIMITED
 
 
By:   /s/ Michael J. Soja
    Name: Michael J. Soja
    Title: V.P. and CFO