[Nonstatutory] Stock Option Granted Under pSivida Corp. 2008 Incentive Plan

Exhibit 10.1

[Nonstatutory] Stock Option

Granted Under pSivida Corp. 2008 Incentive Plan

This certificate evidences a [nonstatutory] stock option (this “Stock Option”) granted by pSivida Corp., a Delaware corporation (the “Company”), on [            ] (the “Date of Grant”) to [            ] (the “Participant”) pursuant to the Company’s 2008 Incentive Plan (as from time to time in effect, the “Plan”). Under this Stock Option, the Participant may purchase, in whole or in part, on the terms herein provided, a total of [            ] shares of common stock of the Company (the “Shares”) at $[            ] per Share, which is not less than the fair market value of a Share on the Date of Grant. The latest date on which this Stock Option, or any part thereof, may be exercised is [            ] (the “Final Exercise Date”). The Stock Option evidenced by this certificate [is/is not] intended to be, and is hereby designated, a nonstatutory option, meaning an option that [does/does not] qualify as an incentive stock option as defined in section 422 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

Each election to exercise this Stock Option shall be in writing, signed by the Participant or the Participant’s executor, administrator, or legally appointed representative (in the event of the Participant’s incapacity) or the person or persons to whom this Stock Option is transferred by will or the applicable laws of descent and distribution (collectively, the “Option Holder”), and received by the Company at its principal office, accompanied by this certificate and payment in full as provided in the Plan. Subject to the further terms and cond