EX-4.1



 EXHIBIT 4.1 

PSIVIDA CORP. 
 WARRANT
TO PURCHASE COMMON STOCK 
  

			
	Issuance Date: March 28, 2018	  	Warrant No. 1

 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, SWK
Funding LLC, a Delaware limited liability company (“SWK”, and together with its successors, transferees and/or assignees, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or prior to the Applicable Termination Date, but not thereafter, to subscribe for and purchase the Warrant Shares from pSivida Corp., a Delaware corporation (the “Company”), at the
Applicable Exercise Price per share. Unless otherwise defined in this Warrant, all capitalized terms shall have the meaning set forth in Section 1. 

Section 1. Definitions. For purposes of this Warrant, the following terms shall have the meanings ascribed thereto: 

(a) “Additional Advance” means an aggregate dollar amount equal to Five Million and No/100 Dollars ($5,000,000). 

(b) “Affiliate” shall have the meaning ascribed to such term in the Credit Agreement. 

(c) “Applicable Exercise Price” means a purchase price per Warrant Share equal to (i) the First Tranche Share Exercise
Price if such Warrant Share is a First Tranche Share, or (ii) the Second Tranche Share Exercise Price if such Warrant Share is a Second Tranche Share, as each may be adjusted from time to time as provided herein. 

(d) “Applicable Termination Date” means (i) for the First Tranche Shares, the close of business on the seven
(7) year anniversary of the Issuance Date, and (ii) for the Second Tranche Shares, the close of business on the seven (7) year anniversary of the Second Tranche Issuance Date. 

(e) “Business Days” shall have the meaning ascribed to such term in the Credit Agreement. 

(f) “Common Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed. 
 (g) “Common Stock Equivalents” means any securities of
the Company or the subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or
exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. 







 (h) “Credit Agreement” means the Credit Agreement dated as of March 28,
2018, among the Company, as the Borrower, SWK, as Agent, Sole Lead Arranger and Sole Bookrunner, and the Lenders from time to time party thereto. 

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 
 (j) “First Tranche Shares” means 409,091 shares of Common Stock, subject to applicable adjustment hereunder.

 (k) “First Tranche Share Exercise Price” means an exercise price per First Tranche Share of $1.10, subject to applicable
adjustment hereunder. 
 (l) “Lenders” shall have the meaning ascribed to such term in the Credit Agreement. 

(m) “Person” shall have the meaning ascribed to such term in the Credit Agreement. 

(n) “Second Tranche Issuance Date” means the date that the Lenders make the Additional Advance to the Company as provided in
Section 2.2.2 of the Credit Agreement. 
 (o) “Second Tranche Shares” means an aggregate number of shares of Common
Stock determined by, multiplying the Additional Advance by three percent (3%), and then dividing the product thereof by the Second Tranche Share Exercise Price, rounded up to the nearest whole number, subject to
applicable adjustment hereunder. 
 (p) “Second Tranche Share Exercise Price” means the consolidated closing bid price for
a single share of Common Stock immediately preceding the closing of the Additional Advance, subject to applicable adjustment hereunder. By way of example, and in accordance with Nasdaq Listing Rule 5005(a)(22), (i) if the closing of the Additional
Advance occurs during market hours before the close of the regular session at 4:00 PM Eastern Time, the Second Tranche Share Exercise Price shall be the previous trading day’s consolidated closing bid price, and (ii) if the closing of the
Additional Advance occurs after the close of the regular session, then the Second Tranche Share Exercise Price shall be that day’s consolidated closing bid price. 

(q) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 

(r) “Trading Days” means a day on which the principal Trading Market is open for trading. 

(s) “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing). 

  
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 (t) “Transfer Agent” means Computershare Trust Company, N.A., the current
transfer agent of the Company, with a mailing address of Computershare Trust Company, N.A. 250 Royall Street, Canton, Massachusetts 02021 and any successor transfer agent of the Company. 

(u) “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported
by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the
nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink
OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Company and reasonably acceptable to the Holders of a majority in interest of the Warrant Shares then outstanding, the fees and expenses of which shall be paid by the
Company. 
 (v) “Warrant Shares” means the First Tranche Shares, provided, however, that if the Lenders make
the Additional Advance to the Company as provided in Section 2.2.2 of the Credit Agreement, then the Holder shall automatically be entitled to purchase additional shares of Common Stock hereunder, such that the term “Warrant Shares”
shall thereafter mean, and include, both the First Tranche Shares and the Second Tranche Shares, as each may be adjusted from time to time hereunder. 

Section 2. Exercise. 

(a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or before the
Applicable Termination Date for each Warrant Share, as applicable, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on
the books of the Company) of a duly executed facsimile, electronic mail or other electronic copy of the notice of exercise form annexed hereto as Exhibit A (the “Notice of Exercise”). Within three (3) Trading Days
following the date of exercise as aforesaid, the Holder shall deliver the aggregate First Tranche Share Exercise Price and/or the aggregate Second Tranche Share Exercise Price for the applicable Warrant Shares specified in the applicable Notice of
Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the unexpired Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant 

  
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Shares available hereunder shall have the effect of lowering the outstanding number of First Tranche Shares and/or Second Tranche Shares purchasable hereunder in an amount equal to the applicable
number of First Tranche Shares and/or Second Tranche Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any
Notice of Exercise Form within two (2) Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a
portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. 

(b) Exercise Price. The exercise price per First Tranche Share under this Warrant shall be the First Tranche Share Exercise Price. The
exercise price per Second Tranche Share under this Warrant shall be the Second Tranche Share Exercise Price. 
 (c) Cashless
Exercise. This Warrant may be exercised, in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: 
  

			
	(A) =	  	the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;
		
	(B) =	  	the Applicable Exercise Price per First Tranche Share and/or Second Tranche Share, as adjusted hereunder; and
		
	(X) =	  	the number of First Tranche Shares and/or Second Tranche Shares, as applicable, that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise
rather than a cashless exercise.


 For purposes of clarity, the foregoing calculation shall be performed separately for the First Tranche Shares and Second
Tranche Shares if both First Tranche Shares and Second Tranche Shares are being exercised, and the results of such calculations shall then be added together to determine the total number of Warrant Shares to be issued to the Holder in connection
with such “cashless exercise”. If the foregoing calculation results in a negative number, then no Warrant Shares shall be issued upon a “cashless exercise” pursuant to this Section 2(c). In the event
that, upon the Applicable Termination Date, the VWAP of one share of Common Stock on the Trading Day immediately preceding the Applicable Termination Date is greater than the Applicable Exercise Price with respect to the Warrant Shares for which the
Warrant is expiring on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 2(a) as to all First Tranche Shares or Second Tranche Shares, as applicable, for
which it shall not previously have been exercised and that would have expired on such date, and the Company shall, within a reasonable time, deliver a certificate representing the Warrant Shares issued upon such exercise to Holder. 

  
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 (d) Mechanics of Exercise. 

(i) Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to
the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either
(A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise pursuant to
Section 2(c), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of
the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Applicable Exercise Price as set forth above (including by cashless exercise) (such date, the “Warrant Share Delivery
Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant
has been exercised, with payment to the Company of the Applicable Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such
shares, having been paid. 
 (ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the
Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. 

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates
representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. 

(iv) Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In
addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share
Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company
was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder,


  
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either reinstate the portion of the Warrant and equivalent number of Warrant Shares (appropriately allocated between the First Tranche Shares and the Second Tranche Shares, as applicable) for
which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. Notwithstanding the foregoing, the Company shall not be
required to make the payments set forth herein in the case of uncertificated Warrant Shares if the Holder fails to timely file a request with the Depository Trust Corporation to receive such uncertificated Warrant Shares. The Holder shall provide
the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. 
 (v) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such
exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Applicable Exercise Price with respect to the Warrant Shares being exercised or round
up to the next whole share. 
 (vi) Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without
charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the
Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof. 
 (e) Holder’s Exercise Limitations. The Company shall not effect any exercise
of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the
applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial
Ownership Limitation 

  
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(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this
Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock
Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this
Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is
not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination and
shall have no liability for exercises of the Warrant that are in non-compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be
determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock,
a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the
Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm
orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the
Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the
Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase or decrease will not be effective until
the 61st day after such notice is delivered to the Company and shall only be effective with respect to such Holder. The provisions of this paragraph shall be construed and 

  
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implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant. 
 Section 3. Certain Adjustments. 

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued
by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number
of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the First Tranche Exercise Price and the Second Tranche Exercise Price shall each be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of First Tranche Shares and Second Tranche Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate First Tranche Exercise Price and Second Tranche Exercise
Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 

(b) Subsequent Rights Offerings. If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants
to any holder of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on the record date mentioned in the last sentence of this
Section 3(b), then the First Tranche Exercise Price and the Second Tranche Exercise Price shall each be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the
date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights,
options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to
receive such rights, options or warrants. 

  
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 (c) Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding,
shall distribute to any holder of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security, then in each such case the First
Tranche Exercise Price and the Second Tranche Exercise Price shall each be adjusted by multiplying the First Tranche Exercise Price and the Second Tranche Exercise Price, as applicable, that was in effect immediately prior to the record date fixed
for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less
the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In
either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be
made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. 
 (d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person and
the Company shall not be the surviving or continuing Person or the Company shall be the continuing or surviving Person but, in connection with such merger or consolidation, the Common Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or
a series of related transactions, or (iii) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to
receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in
Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the
“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without
regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Applicable Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Applicable Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the
Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this
Section 3(d) pursuant to 

  
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written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the
option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to
such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all
of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. 

(e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest
1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock
(excluding treasury shares, if any) issued and outstanding. 
 (f) Notice to Holder. 

(i) Adjustment to Exercise Price. Whenever the Applicable Exercise Price is adjusted pursuant to any provision of this
Section 3, the Company shall promptly mail to the Holder a notice setting forth the Applicable Exercise Price for each First Tranche Share and each Second Tranche Share, as applicable, after such adjustment and any
resulting adjustment to the number of First Tranche Shares and Second Tranche Shares, as applicable, and setting forth a brief statement of the facts requiring such adjustment. 

(ii) Notice to Allow Exercise by Holder. If during the term in which this Warrant may be exercised by the Holder (A) the Company
shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the
granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any
reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up 

  
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of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the
validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein. 
 Section 4. Transfer of Warrant. 

(a) Transferability. Subject to compliance with applicable securities laws, this Warrant and all rights hereunder (including, without
limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a
new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any
transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on
transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. 

(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual written notice to the contrary. 

  
 11 








 (d) Representation by the Holder. The Holder, by the acceptance hereof, represents and
warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part
thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. 

Section 5. Miscellaneous. 

(a) Registration Rights. In the event that the Company, at any time prior to the Applicable Termination Date, proposes to file on
behalf of any stockholder or warrantholder a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or Form S-8)
for shares or warrant shares held by any stockholder or warrantholder, the Company shall provide written notice to Holder as soon as practicable of such proposed filing, but in no event shall such written notice be given to Holder later than ten
(10) days prior to the date that the Company intends to file such registration statement, and, subject to the receipt by the Company of any information of the Holder reasonably required to be included in the registration statement, the Holder
shall have the right, in its discretion, to include the Warrant Shares of the Holder in such registration statement at the Company’s expense. For the avoidance of doubt, the Company shall not include any Second Tranche Shares in such
registration statement until after the Second Tranche Issue Date. 
 (b) No Rights as Stockholder Until Exercise. This Warrant does
not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i). 

(c) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate. 
 (d) Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day. 

(e) Authorized Shares. 

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to execute and issue the 

  
 12 








 
necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be
issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully
paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value,
(ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Applicable Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. 

(f) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be
determined in accordance with the provisions of the Credit Agreement. 
 (g) Restrictions. The Holder acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws. 

(h) Provisions for the Benefit of the Lenders. Notwithstanding anything herein to the contrary, nothing contained in this Warrant shall
affect, limit or impair the rights and remedies of SWK or any of its Affiliates in their capacity as a lender to the Company or any of the Company’s subsidiaries pursuant to the Credit Agreement or any other agreements or instruments entered
into in connection therewith. Without limiting the generality of the foregoing, SWK and the Affiliates of SWK, in exercising their rights as a lender will not have any duty to consider (a) their respective status as a direct or indirect
stockholder of the Company and the Company’s subsidiaries, (b) the direct or indirect ownership of the Warrant Shares of the Company or any of the Company’s subsidiaries, or (c) any duty they may have to any other direct or
indirect stockholder of the Company and the Company’s subsidiaries, except as may be required under the applicable loan documents. 

  
 13 








 (i) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any
right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. 

(j) Notices. Except as otherwise expressly provided herein, all notices, demands or other communications to be given or delivered under
or by reason of the provisions of this Warrant shall be in writing and shall be deemed to have been received: (a) when delivered personally to the recipient, (b) one (1) day after sent to the recipient by reputable overnight courier
service (charges prepaid), (c) three (3) days after mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (d) upon confirmation of transmittal by facsimile. Such notices, demands and
other communications shall be addressed (x) in the case of the Holder, to its address as set forth in the books and records of the Company or, if different, as is designated in writing from time to time by such Holder, (y) in the case of
the Company, to its principal office, and (z) in the case of any assignee of this Warrant or its assignee, to such assignee at its address as designated in writing by such assignee to the Company from time to time. 

(k) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company. 
 (l) Remedies. The Holder, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach
by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. 

(m) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of
this Warrant and shall be enforceable by the Holder or holder of Warrant Shares. 
 (n) Amendment. This Warrant may be modified or
amended or the provisions hereof waived with the written consent of the Company and the Holder. 
 (o) Severability. Wherever
possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. 

  
 14 








 (p) Headings. The headings used in this Warrant are for the convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant. 
 (Signature Page Follows) 

  
 15 








 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto
duly authorized as of the date first above indicated. 
  

			
	PSIVIDA CORP.


 
			
		
	By:	 	/s/ Nancy Lurker


 
			
	Name:	 	Nancy Lurker
	Title:	 	President and Chief Executive Officer


 [COMPANY SIGNATURE PAGE TO
WARRANT] 







 Acknowledged, accepted and agreed, 
  

			
	 SWK FUNDING LLC
 as
Holder

		 	 By: SWK Holdings Corporation,

		 	 its sole Manager


  

					
		 	
			
		 	By:	 	/s/ Winston Black
		 		 	Name: Winston Black
		 		 	Title: Chief Executive Officer


  
 [SWK
SIGNATURE PAGE TO WARRANT] 








 EXHIBIT A 

NOTICE OF EXERCISE 
  

	TO:	PSIVIDA CORP. 

 (1) The undersigned hereby elects to purchase _____ First Tranche Shares
[and/or] _____ Second Tranche Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the aggregate Applicable Exercise Price in full, together with all applicable transfer
taxes, if any. 
 (2) Payment shall take the form of (check applicable box): 

☐ in lawful money of the United States; or 

☐ the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c). 

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below: 
 The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

  

			
	 
	 
	

 (4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D
promulgated under the Securities Act of 1933, as amended. 
 [SIGNATURE OF HOLDER] 

 

	
	Name of Investing
Entity:                                        
    
	
	   

	Signature of Authorized Signatory of Investing
	
	Entity:                                    
                                        



 Name of Authorized
Signatory:                             

Title of Authorized
Signatory:                               

Date:                         
                                         
     

  
 Exhibit A to Warrant 









 EXHIBIT B 

ASSIGNMENT FORM 
 (To assign the
foregoing Warrant, execute this form and supply required information. 
 Do not use this form to exercise the Warrant.) 

FOR VALUE RECEIVED, [                ] all of or
[            ] First Tranche Shares [and/or] [            ] Second Tranche Shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to
                                        
whose address is
                                         
   . 
  

	
	Dated:                                     
                
	Holder’s
Signature:                                
	Holder’s
Address:                                  
	Signature Guaranteed:                            

 NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the
foregoing Warrant. 

  
 Exhibit B to Warrant