EX-24. 2 rrd151081_170435.htm POWER OF ATTORNEY rrd151081_170435.html
                                POWER OF ATTORNEY

        I hereby constitute and appoint Lori Freedman, signing singly, my true
and lawful attorney-in-fact to:

        (1)     execute for and on my behalf, in my capacity as a director of
                pSivida Limited (the "Company"), Forms 3, 4 and 5 in accordance
                with Section 16(a) of the Securities Exchange Act of 1934 and
                the rules thereunder; and

        (2)     do and perform any and all acts for and on my behalf that may be
                necessary or desirable to complete and execute any such Form 3,
                4 or 5 and timely file such form with the United States
                Securities and Exchange Commission and any stock exchange or
                similar authority.

        I hereby grant to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. I acknowledge that the attorneys-in-fact, in serving in such capacity
at my request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

        This Power of Attorney shall remain in full force and effect until I am
no longer required to file Forms 3, 4 and 5 with respect to my holdings of and
transactions in Company securities, unless I earlier revoke it in a signed
writing delivered to the attorneys-in-fact.

        IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed
as of this 20th day of August, 2007.


                                        /s/ Katherine Woodthorpe
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                                                    Signature

                                        Katherine Woodthorpe
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