Exhibit
10.12

    EMPLOYMENT
AGREEMENT

    


    This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into
as of the Commencement Date (defined below) by and between Ventrus BioSciences,
Inc., a Delaware corporation with principal executive offices at 787 Seventh
Avenue, New York, New York 10019 (the “Company”), and David Barrett
residing at 300 West
55th Street Apt 14N New York,
NY 10023 (the “Executive”) and supersedes the
prior Consulting Agreement between the parties.

     

    WITNESSETH:

     

    WHEREAS,
the Executive has been serving as the Chief Financial Officer of the Company
pursuant to a Consulting Agreement dated June 2010; and

     

    WHEREAS,
the Company and the Executive wish to memorialize the terms and conditions upon
which the Executive shall serve as the Chief Financial Officer of the
Company;

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto hereby agree as follows:

     

    1.           Employment.

     

    (a)
Services.  The
Executive will be employed by the Company as its Chief Financial Officer. The
Executive will report to the Chief Executive Officer and the Audit Committee of
the Company (the "Committee") and shall perform
such duties as are consistent with a position as Chief Financial Officer (the “Services”). The Executive
agrees to perform such duties faithfully, to devote substantially all of his
working time, attention and energies to the business of the Company, and while
he remains employed and subject to the terms of this Agreement, not to engage in
any other business activity that is in conflict with his duties and obligations
to the Company.

     

    (b)Acceptance.  Executive
hereby accepts such employment and agrees to render the Services.

     

    2.           Term. The Executive's
employment under this Agreement (the "Initial Term") shall be deemed
to commence on the day following such date that the Company completes an Initial
Public Offering of its common stock or such other financing that generates no
less than eight million dollars (US$8,000,000) in net proceeds to the Company
(the “Commencement
Date”), and shall continue for a term of three (3) years, unless sooner
terminated pursuant to Section 9 of this Agreement.  Notwithstanding
anything to the contrary contained herein, the provisions of this Agreement
governing protection of Confidential Information shall continue in effect as
specified in Section 6 hereof and survive the expiration or termination
hereof.  This Agreement may be extended for additional one (1) year
periods (each an “Additional
Term” and, together with the Initial Term, the “Term”) if the Company and the
Executive agree in writing on the terms of such renewal.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Best Efforts; Place of
Performance.

     

    (a) The
Executive shall devote substantially all of his business time, attention and
energies to the business and affairs of the Company and shall use his best
efforts to advance the best interests of the Company and shall not during the
Term be actively engaged in any other business activity, whether or not such
business activity is pursued for gain, profit or other pecuniary advantage, that
will interfere with the performance by the Executive of his duties hereunder or
the Executive’s availability to perform such duties or that will adversely
affect, or negatively reflect upon, the Company; provided, however, that the
Executive’s continued service as Director of Media/And, Inc, is expressly agreed
not to conflict with this section so long as Executive does not spend more than
two days per month on such activity.

     

    (b) The
duties to be performed by the Executive hereunder shall be performed at the
principal executive offices of the Company during the Term.

     

    4.           Compensation.  As
full compensation for the performance by the Executive of his duties under this
Agreement, the Company shall pay the Executive as follows:

     

    (a) Base
Salary.  Throughout the Term, the Company shall pay Executive
an annual salary (the “Base
Salary”) equal to two hundred and fifty thousand dollars ($250,000) per
year. Payment shall be made in accordance with the Company’s normal payroll
practices.  The Base Salary will be
reviewed by the Chief Executive Officer and the Audit Committee no less
frequently than annually, and may be increased (but not
decreased).

     

    (b) Incentive
Bonus.  The Company shall pay the Executive periodic
milestone-based incentive bonuses (each an “Incentive Bonus”)
of:

     

    (i)  In
the event that the Market Capitalization (as defined below) of the Company shall
exceed One Hundred Million Dollars (US$100,000,000) for a period of thirty (30)
consecutive trading days during the Term, and the average trading volume of the
Common Stock during such period is at least One Hundred Thousand (100,000)
shares per trading day (the “First Capitalization
Milestone”), then the Company shall pay to the Executive a cash bonus of
Two Hundred Fifty Thousand Dollars ($250,000), payable within 10 days of written
notice by the Executive of the occurrence of the First Capitalization
Milestone.  For purposes of this Agreement, “Market Capitalization” shall
be determined by multiplying the total shares of the Company’s Common Stock
which are issued and outstanding by the last reported closing price of the
Company’s Common Stock on a nationally recognized exchange, NASDAQ, or in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization; and

    


    (ii)  In
the event that the Market Capitalization of the Company shall exceed Two Hundred
Fifty Million Dollars (US$250,000,000) for a period of thirty (30) consecutive
trading days during the Term, and the average trading volume of the Common Stock
during such period is at least One Hundred Thousand (100,000) shares per trading
day (the “Second Capitalization
Milestone”), then the Company shall pay to the Executive a cash bonus of
Five Hundred Thousand Dollars ($500,000), payable within 10 days of written
notice by the Executive of the occurrence of the Second Capitalization
Milestone.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)          Withholding.  The
Company shall withhold all applicable federal, state and local taxes and social
security and such other amounts as may be required by law from all amounts
payable to the Executive under this Section 5.

     

    (d)          Equity.

    


    i.   Upon
the Commencement Date, the Company shall grant to the Executive an option (the
“Stock Option”) to
acquire shares at the price of such Initial Public Offering or other financing
(or such other price that the Company shall be advised by counsel represents the
fair value of the Company’s shares) equal to four percent (4%) of the
outstanding of Common Stock on a fully diluted and as-converted basis (prior to
giving effect to this Stock Option or the options in favor of Tim Hofer or Dr.
Russell Ellison). The Stock Option shall be governed by the Company’s Employee
Stock Option Plan and, in connection with such grant, the Executive shall enter
into the Company’s standard stock option agreement which, among other things,
shall (A) provide for a ten (10) year term, (B) provide for the Stock Option to
vest as follows: (1) one-third (or approximately 33%) of such Stock Option shall
vest as of the date such Stock Option is granted to the Executive and (2) an
additional one-third (or approximately 33%) of such Stock Option shall vest on
each of the first and second annual anniversaries of the date on which such
Stock Option is granted, and (C) incorporate the additional Stock Option related
provisions contained in Section 10 below.

    


    (e)          Expenses.  The
Company shall provide Executive with a corporate credit card for business use,
and shall reimburse the Executive for all normal, usual and necessary expenses
incurred by the Executive in furtherance of the business and affairs of the
Company, including reasonable travel and entertainment, upon timely receipt by
the Company of appropriate vouchers or other proof of the Executive’s
expenditures and otherwise in accordance with any expense reimbursement policy
as may from time to time be adopted by the Company.

     

    (f)          Other
Benefits.  The Executive shall be entitled to all rights and
benefits for which he shall be eligible under any benefit or other plans
(including, without limitation, dental, medical, medical reimbursement and
hospital plans, pension plans, employee stock purchase plans, profit sharing
plans, bonus plans and other so-called "Fringe Benefits”) as the
Company shall make available to its senior executives from time to time. In
addition, the Company shall reimburse the Executive for his reasonable licensing
fees, continuing professional education, and other professional
dues.  Company shall also name Executive as a covered person under its
Directors & Officers insurance policies.

     

    (g)         Vacation.  The
Executive shall, during the Term, be entitled to a vacation of three (3)
nonconsecutive weeks per annum, in addition to
holidays observed by the Company.  The Executive shall not be
entitled to carry any vacation forward to the next year of employment without
the written consent of the Chief Executive Officer and shall not receive any
compensation for unused vacation days.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.     Confidential Information and
Inventions.

     

    (a)           The
Executive recognizes and acknowledges that in the course of his duties he is
likely to receive confidential or proprietary information owned by the Company
or third parties with whom the Company has an obligation of
confidentiality.  Accordingly, during and after the Term, the
Executive agrees to keep confidential and not disclose or make accessible to any
other person or use for any other purpose other than in connection with the
fulfillment of his duties under this Agreement, any Confidential and Proprietary
Information (as defined below) owned by, or received by or on behalf of, the
Company.  “Confidential and Proprietary
Information” shall include, but shall not be limited to, confidential or
proprietary scientific or technical information, data, formulas and related
concepts, business plans (both current and under development), client lists,
promotion and marketing programs, trade secrets, or any other confidential or
proprietary business information relating to development programs, costs,
revenues, marketing, investments, sales activities, promotions, credit and
financial data, manufacturing processes, financing methods, plans or the
business and affairs of the Company or of any affiliate or client of the
Company.  The Executive expressly acknowledges the trade secret status
of the Confidential and Proprietary Information and that the Confidential and
Proprietary Information constitutes a protectable business interest of the
Company.  The Executive agrees: (i) not to use any such Confidential
and Proprietary Information for himself or others; and (ii) not to take any
Company Confidential and Proprietary Information (including but not limited to
writings, correspondence, notes, drafts, records, invoices, technical and
business policies, computer programs or disks) from the Company’s offices at any
time during his employment by the Company, except as required in the execution
of the Executive’s duties to the Company.  The Executive agrees to
return immediately all Company material and reproductions (including but not
limited, to writings, correspondence, notes, drafts, records, invoices,
technical and business policies, computer programs or disks) thereof in his
possession to the Company upon request,  upon termination of
employment.

     

    (b)           Except
with prior written authorization by the Company, the Executive agrees not to
disclose or publish any of the Confidential and Proprietary Information, or any
confidential, scientific, technical or business information of any other party
to whom the Company owes an obligation of confidence, at any time during or
after his employment with the Company.

     

    (c)           The
Executive agrees that all inventions, discoveries, improvements and patentable
or copyrightable works (“Inventions”) initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term shall be the sole property of the Company to the maximum extent permitted
by applicable law and, to the extent permitted by law, shall be “works made for
hire” as that term is defined in the United States Copyright Act (17 U.S.C.A.,
Section 101).  The Company shall be the sole owner of all patents,
copyrights, trade secret rights, and other intellectual property or other rights
in connection therewith.  The Executive hereby assigns to the Company
all right, title and interest he may have or acquire in all such Inventions;
provided, however, that the Board may in its sole discretion agree to waive the
Company’s rights pursuant to this Section 6(c) with respect to any Invention
that is not directly or indirectly related to the Company’s
business.  The Executive further agrees to assist the Company in every
proper way (but at the Company’s expense) to obtain and from time to time
enforce patents, copyrights or other rights on such Inventions in any and all
countries, and to that end the Executive will execute all documents
necessary:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (i)          to
apply for, obtain and vest in the name of the Company alone (unless the Company
otherwise directs) letters patent, copyrights or other analogous protection in
any country throughout the world and when so obtained or vested to renew and
restore the same; and

    


    (ii)          to
defend any opposition proceedings in respect of such applications and any
opposition proceedings or petitions or applications for revocation of such
letters patent, copyright or other analogous protection.

     

    (d)         The
Executive acknowledges that, while performing the services under this Agreement
the Executive may locate, identify and/or evaluate patented or patentable
inventions having commercial potential in the fields of pharmacy,
pharmaceutical, biotechnology, healthcare, technology and other fields which may
be of potential interest to the Company (the “Third Party
Inventions”).  The Executive understands, acknowledges and
agrees that all rights to, interests in or opportunities regarding, all
Third-Party Inventions identified by the Company or either of the foregoing
persons’ officers, directors, employees (including the Executive), agents or
consultants during the Employment Term shall be and remain the sole and
exclusive property of the Company or such affiliate and the Executive shall have
no rights whatsoever to such Third-Party Inventions and will not pursue for
himself or for others any transaction relating to the Third-Party Inventions
which is not on behalf of the Company.

     

    (e)          The
provisions of this Section 6 shall survive any termination of this
Agreement.

     

    7.    Non-Competition,
Non-Solicitation and Non-Disparagement.

     

    (a)           The
Executive understands and recognizes that his services to the Company are
special and unique and that in the course of performing such services the
Executive will have access to and knowledge of Confidential and Proprietary
Information (as defined in Section 6). As a result of such access, the Executive
agrees that during the Term and for a period of 6 months thereafter, he shall
not in any manner, directly or indirectly, on behalf of himself or any person,
firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage
in any business that is directly competitive with the Business of the Company,
either as an individual for his own account, or as a partner, joint venturer,
owner, executive, employee, independent contractor, principal, agent,
consultant, salesperson, officer, director or shareholder of a Person in a
business competitive with the Company within the geographic area of the
Company’s Business (each, a “Restricted Activity”), which
is deemed by the parties hereto to be in the United States and European Union.
The Executive acknowledges that, due to the unique nature of the Company’s
business, the loss of any of its clients or business flow or the improper use of
its Confidential and Proprietary Information could create significant
instability and cause substantial damage to the Company and therefore the
Company has a strong legitimate business interest in protecting the continuity
of its business interests and the restriction herein agreed to by the Executive
narrowly and fairly serves such an important and critical business interest of
the Company.  For purposes of this Agreement, the “Business” of the Company and
its affiliates shall mean the following:  the development of novel
prescription drugs for the specific disease treatment of hemorrhoids, anal
fissures, and fecal incontinence.  Notwithstanding the foregoing,
nothing contained in this Section 7(a) shall be deemed to prohibit the Executive
from (i) acquiring or holding, solely for investment, publicly traded securities
of any corporation, some or all of the activities of which are competitive with
the business of the Company so long as such securities do not, in the aggregate,
constitute more than five percent (5%) of any class or series of outstanding
securities of such corporation, or (ii) engaging in a Restricted Activity for or
with respect to any subsidiary, division or affiliate or unit (each, a “Unit”) of a Person if that
Unit is not engaged in business which is directly competitive with the Business
of the Company, irrespective of whether some other Unit of such Person engages
in such competition (as long as the Executive does not engage in a Restricted
Activity for such other Unit).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)         During
the Term and for a period of 6 months thereafter, the Executive shall not,
directly or indirectly, without the prior written consent of the
Company:

     

    (i)        
   solicit or induce any employee of the Company to leave the
employ of the Company or any such affiliate; or hire for any purpose any
employee of the Company or any affiliate, or any employee who has left the
employment of the Company or any affiliate, within one year of the termination
of such employee’s employment with the Company or any such affiliate or at any
time if to hire such person would be in violation of such employee’s
non-competition agreement with the Company or any such affiliate;
or

     

    (ii)           solicit
or accept employment or be retained by any Person who, at any time during the
term of this Agreement, was an agent, client or customer of the Company or any
of its affiliates where Executive’s position will be competitive with or adverse
to the business of the Company or any such affiliate or solicit or accept the
business of any client or customer of the Company with respect to products,
services or investments competitive with those provided by the
Company.

    


    (c)         The
Company and the Executive each agree that both during the Term and at all times
thereafter, neither party shall directly or indirectly disparage, whether or not
true, the name or reputation of the other party, including but not limited to,
any officer, director, employee or shareholder of the Company.

     

    (d)         In
the event that the Executive breaches any provisions of Section 6 or this
Section 7 or there is a threatened breach, then, in addition to any other rights
which the Company may have, the Company shall (i) be entitled, without the
posting of bond or other security, to seek injunctive relief to enforce the
restrictions contained in such Sections and (ii) have the right to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments and other benefits (collectively “Benefits”) derived or received
by the Executive as a result of any transaction constituting a breach of any of
the provisions of Sections 6 or 7.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e)         Each
of the rights and remedies enumerated in Section 7(d) shall be independent of
the others and shall be in addition to and not in lieu of any other rights and
remedies available to the Company at law or in equity.  The Employee
hereby acknowledges and agrees that the covenant against competition provided
for pursuant to Section 7(a) is reasonable with respect to it duration,
geographic area and scope. If, at the time of enforcement of this Section 7, a
court holds that the restrictions stated herein are unreasonable under the
circumstances then existing, the Parties hereto agree that the maximum duration,
scope or geographic area legally permissible under such circumstances will be
substituted for the duration, scope or area state herein. If any of the
covenants contained in this Section 7, or any part of any of them, is hereafter
construed or adjudicated to be invalid or unenforceable, the same shall not
affect the remainder of the covenant or covenants or rights or remedies which
shall be given full effect without regard to the invalid portions. No such
holding of invalidity or unenforceability in one jurisdiction shall bar or in
any way affect the Company’s right to the relief provided in this Section 7 or
otherwise in the courts of any other state or jurisdiction within the
geographical scope of such covenants as to breaches of such covenants in such
other respective states or jurisdictions, such covenants being, for this
purpose, severable into diverse and independent covenants.

     

    (f)         
In the event that an actual proceeding is brought in equity to enforce the
provisions of Section 6 or this Section 7, the Executive shall not urge as a
defense that there is an adequate remedy at law nor shall the Company be
prevented from seeking any other remedies which may be available.  The
Executive agrees that he shall not raise in any proceeding brought to enforce
the provisions of Section 6 or this Section 7 that the covenants contained in
such Sections limit his ability to earn a living.

     

    (g)         The
provisions of this Section 7 shall survive any termination of this
Agreement.

    


    8.           Representations and
Warranties.

     

    (a)           The
Executive hereby represents and warrants to the Company as follows:

     

    (i)          Neither
the execution or delivery of this Agreement nor the performance by the Executive
of his duties and other obligations hereunder violate or will violate any
statute, law, determination or award, or conflict with or constitute a default
or breach of any covenant or obligation under (whether immediately, upon the
giving of notice or lapse of time or both) any prior employment agreement,
contract, or other instrument to which the Executive is a party or by which he
is bound.

     

    (ii)         The
Executive has the full right, power and legal capacity to enter and deliver this
Agreement and to perform his duties and other obligations
hereunder.  This Agreement constitutes the legal, valid and binding
obligation of the Executive enforceable against him in accordance with its
terms.  No approvals or consents of any persons or entities are
required for the Executive to execute and deliver this Agreement or perform his
duties and other obligations hereunder.

     

    (b)           The
Company hereby represents and warrants to the Executive that this Agreement, the
employment of the Executive hereunder and the grant of the Options have been
duly authorized by and on behalf of the Company, including, without limitation,
by all required action by the Board.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    9.           Termination.  The
Executive’s employment hereunder shall be terminated upon the Executive’s death
and may be otherwise terminated as follows:

     

    (a)         The
Executive’s employment hereunder may be terminated by the Company for
Cause.  Any of the following actions by the Executive shall constitute
“Cause”:

     

    (i)         
 The willful failure, disregard or continuing refusal by the Executive to
perform his duties hereunder;

    


    (ii)          Any
act of willful or intentional misconduct, or a grossly negligent act by the
Executive having the effect of injuring, in a material way (as determined in
good-faith by the Company), the business or reputation of the Company, including
but not limited to, any officer, director, or executive of the
Company;

     

    (iii)         Willful
misconduct by the Executive in carrying out his duties or obligations under this
Agreement, including, without limitation,
insubordination with respect to lawful directions received by the Executive from
Chief Executive Officer or from the Board;

     

    (iv)         The
Executive’s indictment of any felony or a misdemeanor involving moral turpitude
(including entry of a nolo contendere plea);

     

    (v)          The
determination by the Company, based upon clear and convincing evidence, after a
reasonable and good-faith investigation by the Company following a written
allegation by another employee of the Company, that the Executive engaged in
some form of harassment prohibited by law
(including, without limitation, age, sex or race discrimination), unless the Executive’s actions were specifically
directed by the Board;

     

    (vi)        Any
intentional misappropriation of the property of the Company, or embezzlement of
its funds or assets (whether or not a misdemeanor or felony);

     

    (vii)       Breach
by the Executive of any of the provisions of Sections 6, 7 or 8 of this Agreement; and

    


    (viii)      Breach
by the Executive of any provision of this Agreement other than those contained
in Sections 6, 7 or 8 which is not cured by the Executive within
thirty (30) business days after notice thereof is given to the Executive by the
Company.

     

    (b)         The
Executive’s employment hereunder may be terminated by the Board due to the
Executive’s Disability.  For purposes of this Agreement, a termination
for “Disability” shall
occur (i) when the Board has provided a written termination notice to the
Executive supported by a written statement from a reputable independent
physician mutually selected by the Company and the Executive, or the Executive’s
legal representatives in the event he is unable to make such selection due to
mental incapacity, to the effect that the Executive shall have become so
physically or mentally incapacitated as to be unable to resume, even with
reasonable accommodation as may be required under the Americans With
Disabilities Act, within the ensuing twelve (12) months, his employment
hereunder by reason of physical or mental illness or injury, or (ii) upon
rendering of a written termination notice by the Company after the Executive has
been unable to substantially perform his duties hereunder, even with reasonable
accommodation as may be required under the Americans With Disabilities Act, for
120 or more consecutive days, or more than 180 days in any consecutive twelve
month period, by reason of any physical or mental illness or
injury.  For purposes of this Section 9(b), the Executive agrees to
make himself available and to cooperate in any reasonable examination by a
reputable independent physician mutually selected by the Company and the
Executive, and paid for by the Company.  The Company shall provide
salary continuation (through insurance or otherwise) at the rate of 100% of
salary and continuation of Fringe Benefits set forth in this Agreement during
the first six months Executive is unable to perform his duties by reason of
disability.  The Company shall reimburse Executive for his actual cost
of maintaining a supplementary long-term disability insurance policy during the
Term up to a maximum reimbursement of $10,000 per year.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           The
Executive’s employment hereunder may be terminated by the Company (or its
successor) by written notice to the Executive upon the occurrence of a Change of
Control.  For purposes of this Agreement, “Change of Control” means (i)
the acquisition, directly or indirectly, following the date hereof by any person
(as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess of fifty
percent (50%) or more of the combined voting power of the Company’s then
outstanding securities if such person or his or its affiliate(s) do not own in
excess of 50% of such voting power on the date of this Agreement, or (ii) the
future disposition by the Company (whether direct or indirect, by sale of assets
or stock, merger, consolidation or otherwise) of all or substantially all of its
business and/or assets in one transaction or series of related transactions
other than a merger (1) effected exclusively for the purpose of changing the
domicile of the Company or (2) effected for the purpose of obtaining a public
listing and/or publicly traded securities.

     

    (d)           The
Executive’s employment hereunder may be terminated by the Executive for Good
Reason.  For purposes of this Agreement, “Good Reason” shall mean any of
the following: (i) any material reduction by the Corporation of the
Executive's duties, responsibilities, or authority as Chief Financial Officer of
the Company which causes his position with the Company to become of less
responsibility or authority than his position as of immediately following the
Effective Date; (ii) any reduction by the Corporation of the Executive's
compensation or benefits payable hereunder (it being understood that a reduction
of benefits applicable to all employees of the Corporation, including the
Executive, shall not be deemed a reduction of the Executive's compensation
package for purposes of this definition); (iii) any requirement by the Company
that the Executive locate Company headquarters, or Executive’s residence or
primary place of employment, to a location outside a 30-mile radius of New York,
NY, or (iv) a material breach by the Company of Section 7(c) or 8(b) of this
Agreement which is not cured by the Company within 30 days after written notice
thereof is given to the Company by the Executive, or (v) a change in the lines
of reporting such that the Executive no longer reports directly to the Chief
Executive Officer.

     

    (e)           The
Executive’s employment may be terminated by the Company without Cause by
delivery of written notice to the Executive effective the date of delivery of
such notice.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (f)
           The
Executive’s employment may be terminated by the Executive in the absence of Good
Reason by delivery of written notice to the Company effective fifteen (15) days
after the date of delivery of such notice.

     

    10.         Compensation upon
Termination.

     

    (a)           If
the Executive’s employment is terminated as a result of his death or Disability
or upon a Change of Control, the Company shall pay to the Executive or to the
Executive’s estate, as applicable, his Base Salary for a period of six (6)
months following the date of termination and any accrued but unpaid Bonus and
expense reimbursement amounts through the date of his Death or
Disability.  All Stock Options
that are scheduled to vest on the next succeeding
anniversary of the Commencement Date shall be accelerated and deemed to
have vested as of the termination date.  All Stock Options that have not vested (or been
deemed pursuant to the immediately preceding sentence to have vested) as of the
date of termination shall be forfeited to the
Company as of such date.  Stock Options that have vested as of
the Executive’s termination shall remain exercisable for 360 days following such
termination.

     

    (b)           If
the Executive’s employment is terminated either (i) by the Company for Cause, or
(ii) by the Executive in the absence of Good Reason, then the Company shall
promptly pay to the Executive his Base Salary through the date of his
termination and any expense reimbursement amounts owed through the date of
termination.  The Executive shall have no further entitlement to any
other compensation or benefits from the Company.  All Stock Options that have not vested as of the date of
termination shall be forfeited to the
Company as of such date.  Stock Options that have vested as of
the Executive’s termination shall remain exercisable for 90 days following such
termination.

     

    (c)           If
the Executive’s employment is terminated by the Company other than as a result
of the Executive’s death or Disability and other than for reasons specified in
Section 10(b) then the Company shall (i) continue to pay to the Executive his
Base Salary and all Fringe Benefits for a period of six (6) months following
such termination, (ii) pay any expense reimbursement amounts owed through the
date of termination, (iii) pay any accrued but unpaid Bonus and (iv) all Stock
Options that are scheduled to vest during the Term shall be accelerated and
deemed to have vested as of the termination date.  Any Stock Options that have vested as of the date of the
Executive’s termination shall remain exercisable for a period of 360
days.

     

    (d)           This
Section 10 sets forth the only obligations of the Company with respect to the
termination of the Executive’s employment with the Company, and the Executive
acknowledges that, upon the termination of his employment, he shall not be
entitled to any payments or benefits which are not explicitly provided in
Section 10.

     

    (e)           The
provisions of this Section 10 shall survive any termination of this
Agreement.

     

    11.         Miscellaneous.

     

    (a)           This
Agreement shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York, without giving effect to its principles
of conflicts of laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           In
the event of any dispute arising out of, or relating to, this Agreement or the
breach thereof (other than Sections 6 or 7 hereof), or regarding the
interpretation thereof, the parties agree to submit any differences to
nonbinding mediation prior to pursuing resolution through the
courts.  The parties hereby submit to the exclusive jurisdiction of
the Courts of the...County of New York, or the United States District Court for
the Southern District of New York, and agree that service of process in such
court proceedings shall be satisfactorily made upon each other if sent by
registered mail addressed to the recipient at the address referred to in Section
11(g) below.

     

    (c)           This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective heirs, legal representatives, successors and permitted
assigns.

     

    (d)           This
Agreement, and the Executive’s rights and obligations hereunder, may not be
assigned by the Executive.  The rights and obligations of the Company
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company, including any successors or assigns in
connection with any sale, transfer or other disposition of all or substantially
all of its business or assets.

     

    (e)           This
Agreement cannot be amended orally, or by any course of conduct or dealing, but
only by a written agreement signed by the parties hereto.

     

    (f)            The
failure of either party to insist upon the strict performance of any of the
terms, conditions and provisions of this Agreement shall not be construed as a
waiver or relinquishment of future compliance therewith, and such terms,
conditions and provisions shall remain in full force and effect.  No
waiver of any term or condition of this Agreement on the part of either party
shall be effective for any purpose whatsoever unless such waiver is in writing
and signed by such party.

     

    (g)           All
notices, requests, consents and other communications, required or permitted to
be given hereunder, shall be in writing and shall be delivered personally or by
an overnight courier service or sent by registered or certified mail, postage
prepaid, return receipt requested, to the parties at the addresses set forth on
the first page of this Agreement, and shall be deemed given when so delivered
personally or by overnight courier, or, if mailed, five days after the date of
deposit in the United States mails.  Either party may designate
another address, for receipt of notices hereunder by giving notice to the other
party in accordance with this Section 11 (g).

     

    (h)           This
Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter hereof, and supersedes all prior agreements,
arrangements and understandings, written or oral, relating to the subject matter
hereof.  No representation, promise or inducement has been made by
either party that is not embodied in this Agreement, and neither party shall be
bound by or liable for any alleged representation, promise or inducement not so
set forth.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (i)            As
used in this Agreement, “affiliate” of a specified person or entity shall mean
and include any person or entity controlling, controlled by or under common
control with the specified person or entity.

     

    (j)            The
section headings contained herein are for reference purposes only and shall not
in any way affect the meaning or interpretation of this Agreement.

     

    (k)           This
Agreement may be executed in any number of counterparts, each of which shall
constitute an original, but all of which together shall constitute one and the
same instrument.

    


    [Remainder of Page Intentionally Left
Blank – Signature Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement and intend it to be effective as of
the Commencement Date by proper person thereunto duly authorized.

    


    
      
        	
                VENTRUS
      BIOSCIENCES, INC.

              
	 
      	 
      
	
                By:

              	
                Russell H. Ellison

              
	
                Name:

              	
                Russell
      H. Ellison, MD

              
	
                Title:

              	
                Chief
      Executive Officer

              
	 
      	 
      
	
                David
      Barrett

              
	 
      	 
      
	
                By:

              	
                David Barrett

              
	
                Name:

              	
                David
      Barrett