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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2011	Nov. 07, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	VTUS
Entity Registrant Name	VENTRUS BIOSCIENCES INC
Entity Central Index Key	0001426800
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,406,406

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 53,294,262	$ 14,571,055
Other current assets	84,983	18,915
Total current assets	53,379,245	14,589,970
Computer equipment, net	9,215
Deferred financing and offering costs, net		26,631
Total assets	53,388,460	14,616,601
Current liabilities:
Accounts payable and accrued expenses	1,183,442	312,896
Borrowings under line of credit		419,380
Term note - bank		800,000
Interest payable - Paramount Credit Partners, LLC		187,536
Total current liabilities	1,183,442	1,719,812
Notes payable - Paramount Credit Partners, LLC (net of discount of $302,327 in 2010)		1,270,673
Total liabilities	1,183,442	2,990,485
Commitments
Stockholders' equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized, none issued
Common stock, $.001 par value; 25,000,000 shares authorized; 12,404,323 and 6,746,365 issued and outstanding at September 30, 2011 and December 31, 2010 respectively	12,404	6,746
Additional paid-in capital	100,862,340	44,803,724
Deficit accumulated during the development stage	(48,669,726)	(33,184,354)
Total stockholders' equity	52,205,018	11,626,116
Total liabilities and stockholders' equity	$ 53,388,460	$ 14,616,601

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2011	Dec. 31, 2010
Notes payable - Paramount Credit Partners, discount		$ 302,327
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, issued	12,404,323	6,746,365
Common stock, outstanding	12,404,323	6,746,365

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended		72 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
Operating expenses:
Research and development	$ 3,667,179	$ 193,183	$ 7,737,523	$ 1,128,113	$ 21,989,084
General and administrative	1,878,718	317,132	7,376,738	492,418	12,897,416
Loss from operations	(5,545,897)	(510,315)	(15,114,261)	(1,620,531)	(34,886,500)
Interest income	28,423	378	47,880	1,705	67,599
Interest expense:
Beneficial conversion feature					(6,001,496)
Amortization of debt discount and warrants	(253,302)	(580,217)	(302,327)	(2,484,927)	(2,865,758)
Interest expense	(30,605)	(686,091)	(116,664)	(1,820,628)	(4,983,571)
Interest Expense	(283,907)	(1,266,308)	(418,991)	(4,305,555)	(13,850,825)
Net loss	$ (5,801,381)	$ (1,776,245)	$ (15,485,372)	$ (5,924,381)	$ (48,669,726)
Basic and diluted net loss per common share	$ (0.50)	$ (3.97)	$ (1.79)	$ (13.24)
Weighted average common shares outstanding - basic and diluted	11,616,786	447,347	8,672,858	447,347

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2011 - USD ($)	Total	Common Stock	Additional Paid-in Capital	Deficit Accumulated During the Development Stage
Beginning Balalnce (in shares) at Dec. 31, 2010		6,746,365
Beginning Balalnce at Dec. 31, 2010	$ 11,626,116	$ 6,746	$ 44,803,724	$ (33,184,354)
Common Stock sold to fulfill over-allotment option from IPO at $6.00 per share, net of related costs (in shares)		435,000
Common Stock sold to fulfill over-allotment option from IPO at $6.00 per share, net of related costs	2,420,776	$ 435	2,420,341
Warrants exercised between March 1, 2011 and August 31, 2011 from the 2010 Senior Convertible Notes at $5.73 per share (in shares)		47,951
Warrants exercised between March 1, 2011 and August 31, 2011 from the 2010 Senior Convertible Notes at $5.73 per share	274,983	$ 48	274,935
Additional shares issued in January 2011 in connection with the December 22, 2010 conversion of notes into common stock		7
Common stock issued in a public offering in July 19, 2011 at $10.00 per share, net of costs (in shares)		5,175,000
Common stock issued in a public offering in July 19, 2011 at $10.00 per share, net of costs	47,568,047	$ 5,175	47,562,872
Stock- based compensation for the period from January 1 to September 30, 2011 for options issued to employees and directors	2,168,071		2,168,071
Stock- based payments for the period from January 1 to September 30, 2011 for options issued to consultants	3,632,397		3,632,397
Net loss	(15,485,372)			(15,485,372)
Ending Balalnce (in shares) at Sep. 30, 2011		12,404,323
Ending Balalnce at Sep. 30, 2011	$ 52,205,018	$ 12,404	$ 100,862,340	$ (48,669,726)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	9 Months Ended
	Sep. 30, 2011 $ / shares
Warrants exercised between March 1, 2011 and August 31, 2011 from the 2010 Senior Convertible Notes, per share	$ 5.73
Common Stock sold to fulfill over-allotment option from IPO
Common stock issued, net of cost, per share	6.00
Common stock issued in a public offering
Common stock issued, net of cost, per share	$ 10.0

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended		72 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
Cash flows from operating activities:
Net loss	$ (15,485,372)	$ (5,924,381)	$ (48,669,726)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation to employees and directors	2,168,071		4,094,751
Stock-based payments to consultants	3,632,397	(82,446)	4,663,038
Charge resulting from beneficial Note Conversion			6,001,496
Amortization of deferred financing costs and debt discount	328,958	2,307,284	3,466,010
Non-cash research and development			1,087,876
Expenses paid on behalf of the Company satisfied through the issuance of notes			227,910
Depreciation	2,749	3,702	30,009
Changes in operating assets and liabilities:
Other current assets	(66,068)	(1,507)	(84,983)
Accounts payable and accrued expenses	683,010	(2,080,328)	995,907
Net cash used in operating activities	(8,736,255)	(3,996,026)	(24,105,721)
Cash flows from investing activities:
Purchase of computer equipment	(11,964)		(39,224)
Cash flows from financing activities:
Net Proceeds from July 2011 public offering	47,568,047		47,568,047
Net Proceeds from IPO and the over-allotment option exercise	2,420,776		17,605,119
Proceeds from private placement			1,146,024
Payment for deferred financing costs		(989,749)	(1,431,603)
Proceeds from utilization of line of credit			419,380
Proceeds from term note payable		800,000	800,000
Repayment of term note	(800,000)		(800,000)
Repayment of notes payable - related party			(1,500,000)
Repayment of line of credit	(419,380)		(419,380)
Proceeds from exercise of warrants	274,983		274,983
Proceeds from receipt of subscriptions			4,684
Net cash provided by financing activities	47,471,426	4,185,813	77,439,207
Net increase in cash and cash equivalents	38,723,207	189,787	53,294,262
Beginning of period	14,571,055	81,288	0
End of period	53,294,262	271,075	53,294,262
Supplemental schedule of non-cash financing activities:
Warrants issued to placement agent			341,334
Warrants issued to investors in connection with convertible notes		1,468,254	1,468,254
Debt discount on Paramount Credit Partners, LLC notes	302,327		782,376
Supplemental disclosure - cash paid for interest	277,324	216,621	685,397
Senior Notes 2007
Changes in operating assets and liabilities:
Interest payable		465,095	1,598,104
Cash flows from financing activities:
Proceeds from Senior convertible notes			5,305,000
Senior Notes 2010
Changes in operating assets and liabilities:
Interest payable		251,907	354,269
Cash flows from financing activities:
Proceeds from Senior convertible notes		3,425,000	3,425,000
Supplemental schedule of non-cash financing activities:
Notes and accrued interest converted		2,192,433	3,995,667
Related parties
Changes in operating assets and liabilities:
Interest payable		80,004	266,279
Cash flows from financing activities:
Proceeds from notes payable to related parties		950,562	5,041,953
Paramount Credit Partners, LLC
Changes in operating assets and liabilities:
Interest payable		40,370	187,536
Cash flows from financing activities:
Proceeds from notes payable to related parties			1,573,000
Repayment of notes payable - related party	$ (1,573,000)		(1,573,000)
License Agreement
Changes in operating assets and liabilities:
Stock/Warrants issued			414,825
Vendor
Changes in operating assets and liabilities:
Stock/Warrants issued			5,000
Note conversion
Changes in operating assets and liabilities:
Stock/Warrants issued		$ 944,274	1,255,978
Common Stock
Supplemental schedule of non-cash financing activities:
Notes and accrued interest converted			$ 14,003,158

Organization, Business and Basis of Presentation

9 Months Ended

Sep. 30, 2011

Organization, Business and Basis of Presentation

Note 1 — Organization, Business and Basis of Presentation:

Organization and business:

Ventrus BioSciences, Inc. (a development stage company), (“Ventrus” or the “Company”) was incorporated in the State of Delaware on October 7, 2005 and commenced operations in April 2007. Ventrus is a specialty pharmaceutical company focused on the late-stage development and commercialization of gastrointestinal products.

On December 22, 2010, the Company issued 2,900,000 shares of its common stock in an initial public offering (the “IPO”) and raised net proceeds of $15,184,344. On January 7, 2011, the Company issued an additional 435,000 shares of its common stock to fulfill the over-allotment option that it granted to the underwriters as part of the IPO and raised net proceeds of $2,420,776. In addition, on December 22, 2010, in connection with the consummation of the IPO, the Company converted $14,003,158 of convertible notes and accrued interest by issuing an aggregate of 3,334,085 shares to holders of the convertible notes.

On July 19, 2011, the Company issued 5,175,000 shares of its common stock in a secondary public offering and raised net proceeds of $47,562,872.

Basis of presentation:

The accompanying condensed balance sheet as of December 31, 2010, which has been derived from the Company’s audited financial statements, and the unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. The unaudited interim condensed financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. These unaudited condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The operating results presented in these unaudited condensed financial statements are not necessarily indicative of the results that may be expected for any future periods.

Capital Resources:

The Company has not derived any revenue from product sales to date as our products have not been approved for sale by the U.S. Food and Drug Administration (“FDA”) or any foreign regulatory agency. Since inception, the Company’s operations have been financed primarily through the sale of equity securities, the proceeds from the exercise of warrants and stock options and issuance of debt. The Company has incurred losses from operations and negative cash flows since the inception of the Company, and expects to continue to incur substantial losses for the foreseeable future as it continues product development. As a result, the Company may need to obtain additional funds to finance its operations in the future. In July 2011, the Company raised net proceeds of approximately $47,600,000 in a secondary offering of its equity securities. Until the Company can generate significant cash from its operations, it intends to obtain any additional funding it requires through strategic relationships, public or private equity or debt financings, or other arrangements and it cannot assure such funding will be available on reasonable terms, or at all. The Company currently has sufficient funds to meet its operating requirements and scheduled regulatory and development activities for the next 12 months.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

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+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2011

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies:

Cash and Cash Equivalents:

All highly liquid investments with maturities of three months or less at the time of purchase are considered to be cash equivalents. All of the Company’s cash equivalents have liquid markets and high credit ratings. The Company maintains its cash in bank deposit and other accounts, the balances of which, at times and at September 30, 2011, exceed Federally insured limits.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates inherent in the preparation of the accompanying financial statements include the fair value of stock options and warrants granted to employees, consultants, directors, investors, licensors, placement agents and underwriters.

Stock-based compensation:

The Company’s share-based compensation cost is measured at grant date, using the Black-Scholes option pricing model to estimate the fair value of the award, and is recognized as expense over the employee’s requisite service period on a straight-line basis. The Company accounts for stock options and warrants granted to non-employees on a fair value basis which is estimated using the Black-Scholes option pricing model. The initial non-cash charge to operations for non-employee options and warrants with vesting are revalued at the end of each reporting period based upon the change in the fair value of the options and recognized as consulting expense over the related vesting period.

Research and development:

Research and development expenses include personnel and facility-related expenses, third party contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services. Research and development costs are expensed as incurred. In instances where the Company enters into agreements with third parties for clinical trials, manufacturing and process development, research and other consulting activities, costs are expensed as services are performed. Amounts due under such arrangements may be either fixed fee or fee for service, and may include upfront payments, monthly payments, and payments upon the completion of milestones or receipt of deliverables.

The Company’s accruals for clinical trials are based on estimates of the services received and pursuant to contracts with the respective clinical trial centers and clinical research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical trial activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events, the successful enrollment of patients, and the completion of portions of the clinical trial or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received. As such, expense accruals related to clinical trials are recognized based on the estimate of the degree of completion of the event or events specified in the specific clinical study or trial contract.

Income taxes:

The Company’s income tax expense consists of current and deferred income tax expense or benefit. Current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

Loss per common share:

Basic net loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. The number of potentially dilutive securities excluded from the diluted loss per share calculation at September 30, 2011 and 2010 was 2,916,981 and 816,090, respectively.

Fair value measurements:

Prior to their repayment on July 19, 2011 (see Note 3, “Notes Payable”), the carrying value of the Paramount Credit Partners, LLC notes approximated fair value due to the short-term nature of the notes and the related interest rates approximate market rates.

Related Party Transactions

9 Months Ended

Sep. 30, 2011

Related Party Transactions

Note 3 — Related Party Transactions:

The Company has entered into various related party transactions as more fully described in Note 3 to the Company’s financial statements in its Annual Report on Form 10-K for the year ended December 31, 2010. The following are descriptions of the Company’s related party transactions that have been entered into, modified, terminated, or are still in effect in 2011.

Notes payable:

During 2009, the Company issued four separate 10% promissory notes (collectively, the “PCP Notes”) to Paramount Credit Partners, LLC (“PCP”), an entity whose managing member is Dr. Rosenwald. Specifically, the PCP Notes consist of a note in the principal amount of $1,100,000 issued on January 23, 2009, a note in the principal amount of $100,000 issued on March 25, 2009, a note in the principal amount of $250,000 issued on June 1, 2009 and a note in the principal amount of $123,000 issued on June 24, 2009. Interest on the PCP Notes is payable quarterly, in arrears, and the principal matures on the earlier of (i) December 31, 2013 or (ii) the completion by the Company of a transaction, subsequent to the Company’s IPO, including an equity offering, sale of assets, licensing or strategic partnership, in which the Company raises at least $5,000,000 in gross cash proceeds. In addition, PCP received five-year warrants (“PCP Warrants”) to purchase 104,867 shares of common stock at an exercise price of $6.60. The Company allocated proceeds of $480,049 from the sale of the PCP Notes to the warrants at the time of issuance, which are recorded as a debt discount and reduced the carrying values of the PCP Notes. Such discount is being amortized to interest expense over the term of the PCP Notes. On July 19, 2011, the Company paid off these notes in full, and the remaining debt discount was fully charged to interest expense.

Line of Credit:

On September 23, 2010, the Company borrowed $800,000 from Israel Discount Bank of New York (“Israel Discount Bank”). The promissory note the Company issued to Israel Discount Bank to evidence the loan was guaranteed by Dr. Rosenwald. In consideration of his guaranteeing the $800,000 promissory note, the Company entered into a letter agreement with Dr. Rosenwald whereby Dr. Rosenwald has the right to attend meetings of the Company’s board of directors and to appoint two directors to the board. Dr. Rosenwald has not exercised his right to appoint these directors. If and when appointed, these directors would be subject to stockholder approval at the expiration of their terms. The rights granted to Dr. Rosenwald in connection with his guarantee continue until specified termination conditions. On November 5, 2010, the Company borrowed an additional $419,000 under a line of credit from Israel Discount Bank of New York. The promissory note issued to Israel Discount Bank to evidence the loan was guaranteed by Dr. Rosenwald. The Company used the proceeds from the note to pay off a line of credit with Bank of America, N.A. in November 2010. The Company repaid the Israel Discount Bank promissory note and the amount owed under the line of credit in full in January 2011.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
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+ Details

Commitments

9 Months Ended

Sep. 30, 2011

Commitments

Note 4 — Commitments:

Employment agreements:

Dr. Russell Ellison serves as the Company’s Chief Executive Officer pursuant to an employment agreement entered into in June 2010, and amended and restated in July 2010 that became effective on December 22, 2010, upon the closing of the IPO. The employment agreement provides for a base salary of $375,000 per year, a guaranteed bonus of $75,000 per year and an annual performance-based bonus of up to 50% of his base salary. The agreement also provides incentive bonuses of $250,000 and $500,000 in the event that the Company’s market capitalization exceeds specified levels. The first threshold was met and the $250,000 bonus was paid in the third quarter of 2011. The second threshold has not yet occurred.

Mr. David Barrett serves as our Chief Financial Officer pursuant to an employment agreement entered into in June 2010, and amended and restated in July 2010 that became effective on December 22, 2010, upon the closing of the IPO. The employment agreement provides for a base salary of $250,000 per year. The agreement also provides incentive bonuses of $250,000 and $500,000 in the event that the Company’s market capitalization exceeds specified levels. The first threshold was met and the $250,000 bonus was paid in the third quarter of 2011. The second threshold has not yet occurred.

On August 24, 2011, Ventrus entered into an amendment to each of Dr. Ellison’s and Mr. Barrett’s agreements to provide that if the second market capitalization threshold is attained, the second market capitalization bonus of $500,000 will be paid in a combination of shares of the Company’s common stock worth $300,000 and $200,000 in cash. The valuation of the shares of common stock was determined by the closing price of the Company’s common stock as reported on NASDAQ on August 24, 2011 ($9.85), and resulted in a share amount to which each Dr. Ellison and Mr. Barrett are entitled if the second market capitalization threshold is attained of 30,457 shares of the Company’s common stock. In addition, the amendment to Mr. Barrett’s agreement provides that he will be eligible for an incentive cash bonus in the discretion of the Company’s Compensation Committee of up to 25% of his base salary.

On August 24, 2011, Ventrus entered into an employment agreement with Thomas Rowland that became effective on September 1, 2011 and pursuant to which Mr. Rowland serves as the Company’s Chief Business Officer. The employment agreement provides for a base salary of $250,000 per year and an annual performance-based bonus of up to 20% of his base salary.

Consulting Agreement:

Effective May 11, 2010, the Company entered into a consulting agreement with Timothy Hofer. The Company did not renew the agreement at the end of its one year term. Pursuant to the agreement, Mr. Hofer provided the Company with consulting services focused on general business and company development. Mr. Hofer is also a former employee of Paramount BioSciences, LLC (“PBS”), a related party.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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+ Details

License Agreements

9 Months Ended

Sep. 30, 2011

License Agreements

Note 5 — License Agreements:

In March 2007, pursuant to an Exclusive License Agreement, S.L.A. Pharma, AG (“S.L.A. Pharma”) granted PBS a royalty-bearing license to sell, make and use diltiazem for treatment, through topical administration, of anal fissures and phenylepherine for treatment, through topical administration, of fecal incontinence in the United States, Canada and Mexico. Pursuant to the Exclusive License Agreement, PBS was obligated to form a company to develop the technologies referenced in the Exclusive License Agreement and issue a number of shares equal to 5% of such company’s outstanding common stock as of the effective date of the Exclusive License Agreement. On August 2, 2007, the Company issued 18,401 shares to S.L.A. Pharma to satisfy this obligation. In addition, the Company was obligated to issue to S.L.A. Pharma that number of additional shares of common stock so that the number of shares following specific transactions would have a fair market value equal to $500,000. On December 22, 2010, the Company issued S.L.A Pharma an additional 64,933 shares to satisfy this obligation.

In August 2007, pursuant to an Assignment and Assumption Agreement, PBS sold all of its rights in and arising out of the Exclusive License Agreement with S.L.A. Pharma to Ventrus for $1,087,876. The corresponding U.S. and foreign patents and applications for the two compounds have been licensed to Ventrus under the Assignment and Assumption Agreement (the technology referred to collectively as the “Compound Technology”). As consideration in part for the rights to the Compound Technology, an initial licensing fee of $250,000 was paid to S.L.A. Pharma and $50,000 for reimbursement of clinical development costs incurred by S.L.A. Pharma (these amounts were paid by PBS and were included in the consideration paid by the Company to PBS in connection with the Assignment and Assumption Agreement). In the event that the Compound Technology is commercialized, the Company is obligated to pay to S.L.A. Pharma annual royalties, based upon net sales of the product. In addition, the Company is required to make payments to S.L.A. Pharma up to an aggregate amount of $20 million upon the achievement of various milestones related to regulatory events. Should the Company make any improvements regarding the Compound Technology, the Company is required to grant S.L.A. Pharma licenses to use such improvements.

As compensation for S.L.A. Pharma’s participation in the management and the development of the technologies, Ventrus is required to make separate payments to S.L.A. Pharma equal to $41,500 per month (“Monthly Payments”) for each of diltiazem and phenylephrine. Per the agreement, Ventrus’ obligation to make these monthly payments was to terminate upon a new drug application (“NDA”) filing. Pursuant to amendments to the Exclusive License Agreement, the Company, as of September 30, 2010, was no longer required to make additional payments for phenylephrine. At September 30, 2011, the Company had no amounts due to S.L.A. Pharma.

Ventrus is also required to reimburse S.L.A. Pharma for clinical development costs associated with the technology development of both diltiazem and phenylephrine. Ventrus’ total payment obligation for the diltiazem project is limited to $4,000,000. Ventrus made $3,700,000 of payments to S.L.A. Pharma from August 2007 through September 30, 2011. Both Ventrus and S.L.A. Pharma have agreed to add additional services outside the scope of the agreement for $400,000. The services have not yet been provided by S.L.A. Pharma. S.L.A. Pharma has been paid $600,000 of services for the phenylephrine project through September 30, 2011. S.L.A. Pharma did not provide or bill Ventrus for any services for the phenylephrine project in 2010 or the first three quarters of 2011 and management does not expect to be billed for any services for the phenylephrine project in the foreseeable future.

On June 6, 2011, Ventrus further amended the Exclusive License Agreement with S.L.A. Pharma. The amendment eliminates its potential $800,000 milestone payment to S.L.A. Pharma for the development of diltiazem, previously payable upon the completion of enrollment into the Phase III clinical trial that S.L.A. Pharma is conducting in Europe. It also eliminates S.L.A. Pharma’s ability to terminate the license agreement at any time, with one month’s notice, in the event that Ventrus had failed to make a required payment and a third party wished to enter into a license agreement for diltiazem and phenylephrine, provided the termination would not have been effective if within that one-month period Ventrus paid all then required payments under the agreement. Pursuant to the amendment, Ventrus must pay S.L.A. Pharma up to $1,000,000 in milestone payments, payable in four equal installments of $250,000 once specified thresholds of randomized patients are achieved in the Phase III trial for diltiazem that S.L.A. Pharma is conducting in Europe. The first two milestones were met and paid in the third quarter of 2011. As of September 30, 2011, Ventrus’ total remaining payment obligation for the phenylephrine project shall not exceed $900,000, consisting of two potential milestone payments aggregating $500,000 and $400,000 of to-be-agreed-upon services. Additionally, upon Ventrus’ receipt of a quality controlled final study report of the Phase III trial for diltiazem in Europe, Ventrus must pay S.L.A. Pharma $400,000 in development costs for diltiazem.

In March 2008, Ventrus entered into an exclusive worldwide license agreement with Sam Amer & Co., Inc., a California company (“Amer”), whereby Ventrus acquired certain patent rights to iferanserin for the topical treatment of any anorectal disorders. Ventrus is obligated to pay Amer (i) a monthly consulting fee of $7,500 through May 2010, (ii) a license fee of $2,050,000, (iii) late fees of $7,500 per month starting July 2009 until the successful completion of the Phase III trials, (iv) interest payments totaling $595,000 and (v) additional late fees of $7,500 per month as an NDA was not submitted by September 2010. In addition, Ventrus may be required to make future milestone and royalty payments totaling up to $20 million upon the achievement of various milestones related to regulatory or commercial events. The license agreement is terminable by either party for cause and, upon 30 days notice in the event any safety, efficacy or regulatory issues prevent development or commercialization of iferanserin. At September 30, 2011, the Company had made all contractual payments relating to the license agreement.

In December 2009, the Company and Amer supplemented the license agreement and added an additional licensing fee of $20,000 for six months. After the fourth month, the Company and Amer agreed that the additional license would not be needed and, therefore, the Company was not required to pay the last two months.

On June 5, 2011, the Company entered into an agreement with Amer to acquire all rights, title and interest to iferanserin. Ventrus paid $500,000 on execution and will pay $12 million for the asset at closing, which Ventrus expects to occur by November 15, 2011. Closing is subject to Ventrus raising net proceeds of a certain minimum amount, which the Company met upon its sale of common stock in July 2011. Closing is also subject to, in respect of the first pivotal Phase III trial and any recurrence treatment for iferanserin, the absence through November 10, 2011 of any serious severe adverse events, as defined. Ventrus will pay Amer royalties of between 3.0% and 4.0% on net annual sales in the U.S. and between 1.0% and 1.33% on gross annual sales outside the U.S. (subject to a minimum royalty payment on both U.S. and ex-U.S. sales.)

Stockholders' Transactions

9 Months Ended

Sep. 30, 2011

Stockholders' Transactions

Note 6 — Stockholders’ Transactions:

Common Stock Transactions:

On January 7, 2011, the Company issued 435,000 shares of its common stock to fulfill the over-allotment option that it granted to the underwriters as part of the IPO and raised net proceeds of $2,420,776.

During the nine months ended September 30, 2011, the Company issued an aggregate of 47,951 shares of common stock pursuant to the exercise of warrants with an average exercise price of $5.73.

On July 19, 2011, the Company issued 5,175,000 shares of its common stock in an underwritten public offering and raised net proceeds of $47,562,872.

Common Stock Options and Warrants:

In August 2010, the Company’s stockholders approved the 2010 Equity Incentive Plan (the “2010 Plan”). In May 2011, the Company’s stockholders approved an amendment to the 2010 Plan to increase the shares reserved for issuance from 2,467,200 to 3,967,200 shares of the Company’s common stock. The 2010 Plan authorizes the Company to issue equity incentive awards in the form of shares, options or other awards based on Ventrus common stock as part of an overall compensation package to provide performance-based compensation to attract and retain qualified personnel.

In November 2010, the Company granted options to non-employee directors to purchase an aggregate of 160,000 shares under the 2010 Plan. In addition, under Dr. Ellison’s and Mr. Barrett’s respective employment agreements, in connection with the closing of the Company’s IPO, the Company granted to Dr. Ellison and Mr. Barrett options to purchase shares of the Company’s common stock with an exercise price of $6.00, which was equal to the initial public offering price per share, in an amount equal to 7.5% (573,599 shares) and 4.0% (305,920 shares), respectively, of the Company’s fully diluted capitalization on that date.

In the first nine months of 2011, the Company granted options to purchase 250,000 shares to one of its directors, options to purchase an aggregate of 264,440 shares to two employees and options to purchase an aggregate of 364,240 shares to five consultants, all pursuant to the 2010 Plan with exercise prices at or greater than the then market value of the Company’s common stock ($6.00 - $15.77).

A summary of the Company’s option activity and related information is as follows:

	Period Ended
	September 30, 2011
	Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1, 2011		1,079,775	$	6.01
Granted		878,680	$	6.66
Outstanding at September 30, 2011		1,958,455	$	6.30	$	5,340,193
Options exercisable at end of period		1,122,101	$	6.14	$	3,238,928

The Company expects that all outstanding unvested options will vest. The fair value of the options granted for the nine-month period ended September 30, 2011, was based on the following assumptions:

Risk-free interest rate		1.43%-3.03%
Expected volatility		88.05%-94.74%
Expected life of options		7 years
Expected dividend yield		0%

Estimated future stock-based compensation expense relating to unvested stock options (for consultants based on the fair value at September 30, 2011) is as follows:

Calendar Years Ending December 31,	Future Stock Option Compensation Expense
2011 (3 months)	$	865,504
2012		2,456,066
2013		942,390
2014		101,629
Total estimated future stock-based
compensation expense – stock options	$	4,365,589

The weighted average remaining contractual life of options outstanding at September 30, 2011 is approximately 9.25 years.

Stock-based compensation expensed to research and development expense for the three months ended September 30, 2011 and 2010 was $270,560 and $2,595 respectively, and was $819,954 and ($82,446) respectively, for the nine months ended September 30, 2011 and 2010. Stock-based compensation expensed to general and administrative expense for three months ended September 30, 2011 and 2010 was $ 733,599 and $0, respectively, and for the nine months ended September 30, 2011 and 2010 was $4,980,514 and $0, respectively.

A summary of the Company’s warrant activity and related information is as follows:

	Period Ended
	September 30, 2011
	Shares		Weighted Average Exercise Price
Outstanding at January 1, 2011		1,013,291	$	7.59
Granted		-0-		-0-
Exercised		(54,765)	$	5.73
Outstanding at end of period		958,526	$	7.61
Warrants exercisable September 30,2011		958,526	$	7.61

Included in the exercise of 54,765 warrants are some warrants that were exercised utilizing a cashless exercise feature.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
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-Name Accounting Research Bulletin (ARB)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
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+ Details