pSivida Corp. (NASDAQ:PSDV) Files An 8-K Termination of a Material Definitive Agreement

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pSivida Corp. (NASDAQ:PSDV) Files An 8-K Termination of a Material Definitive Agreement

Item1.02. Termination of a Material Definitive Agreement.

As of December26, 2016, the Amended and Restated Collaborative
Research and License Agreement, dated June14, 2011 (the Restated
Agreement), by and among pSivida Corp., pSivida US, Inc.,
pSiMedica Limited (collectively, the Company) and Pfizer Inc.
(Pfizer) automatically terminated to the terms thereof.

As previously disclosed, the Restated Agreement amended and
restated the Collaborative Research and License Agreement, dated
as of April3, 2007, between the Company and Pfizer (the Original
Agreement). Under the Restated Agreement, the Company granted
Pfizer an exclusive option under various circumstances to a
license to develop and commercialize worldwide a sustained
release bioerodible implant designed to deliver latanoprost by
subconjunctival injection (the Product) for ophthalmic diseases
in humans other than Uveitis. In exchange, the Company was
entitled to consideration of up to $168.8 million plus royalties,
regained all rights to its intellectual property in ophthalmic
applications previously included in the Original Agreement other
than to the Restated Agreement and had rights to develop and
commercialize the Product if Pfizer were to not exercise its
option to do so. In June 2011, Pfizer paid the Company $2.3
million as an upfront payment.

to Section3.3 of the Restated Agreement, the Company is permitted
to elect to cease development of the Product at any time after
June14, 2012 but prior to completion of Phase II clinical trials
for the Product, upon providing notice to Pfizer of such election
(the Cessation Notice), at which time the Company would have no
further obligations with respect to the Product under the
Restated Agreement. After receipt of the Cessation Notice, Pfizer
has the right to elect to solely fund further development and
commercialization of the Product, provided that Pfizer is
required to make such election and notify the Company (the
Funding Option Notice) no later than sixty days after receiving
the Cessation Notice. In the event Pfizer does not submit a
Funding Option Notice with respect to the Product within the
sixty-day election period, then the Restated Agreement
automatically terminates at the end of the sixty-day election
period. After such termination, the Company would have the right,
alone or with or through other persons with rights to Pfizer
intellectual property necessary to develop, manufacture and
commercialize the Product. Notwithstanding the foregoing, if the
Company provides the Cessation Notice but does not actually cease
all development activities with respect to the Product for at
least one year, then the automatic termination would be null and
void and the Restated Agreement would remain in effect.

The Company delivered the Cessation Notice to Pfizer on
October27, 2016. to the Restated Agreement, Pfizer had until
December26, 2016 to deliver a Funding Option Notice to the
Company. Pfizer did not provide the Funding Option Notice as of
December26, 2016 and therefore, subject to the limited exception
set forth above, the Restated Agreement automatically terminated
as of such date.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

As previously disclosed, on December12, 2016, pSivida Corp. (the
Company) eliminated the position of Vice President of Corporate
Affairs and General Counsel, thereby resulting in the termination
of Lori Freedman, the Companys Vice President of Corporate
Affairs, General Counsel and Company Secretary, effective as of
December26, 2016. On December25, 2016, the Company and
Ms.Freedman entered into a cooperation agreement, to which
Ms.Freedman will reasonably cooperate with the Company and its
subsidiaries and affiliates for up to 20 hours in each of January
and February 2017 regarding all matters for which Ms.Freedman has
knowledge of, was involved in or handled in her former role as
Vice President of Corporate Affairs and General Counsel. In
exchange for her cooperation, the Company extended the exercise
period of all of Ms.Freedmans vested stock options to purchase
common stock of the Company to June26, 2018.

The foregoing description of the cooperation agreement is not
complete and is qualified in its entirety by reference to the
agreement, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits
10.1 Cooperation Agreement, dated December25, 2016, by and between
pSivida Corp. and Lori Freedman.


About pSivida Corp. (NASDAQ:PSDV)

pSivida Corp. develops drug delivery products primarily for the treatment of chronic eye diseases. The Company operates through the biotechnology sector segment. The Company has developed three products for treatment of back-of-the-eye diseases, which include Medidur for posterior segment uveitis, its lead product candidate that is in pivotal Phase III clinical trials; ILUVIEN for diabetic macular edema (DME), its lead licensed product that is sold in the United States and European Union (EU) countries, and Retisert. Medidur is designed to treat chronic non-infectious uveitis affecting the posterior segment of the eye (posterior segment uveitis). ILUVIEN is an injectable micro-insert that provides treatment of DME from a single injection. Retisert is an implant that provides treatment of posterior segment uveitis. Its product development program is focused on utilizing its two technology platforms, Durasert and Tethadur, to deliver drugs and biologics to treat chronic diseases.

pSivida Corp. (NASDAQ:PSDV) Recent Trading Information

pSivida Corp. (NASDAQ:PSDV) closed its last trading session 00.00 at 1.68 with 181,377 shares trading hands.

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