SEC Company Response from ASSEMBLY BIOSCIENCES, INC. (ASMB) (CIK 0001426800) (ASMB) — Dec 14, 2010

ASSEMBLY BIOSCIENCES, INC. (ASMB) (CIK 0001426800)
Date: Dec. 14, 2010 · CIK: 0001426800 · Accession: 0001144204-10-066345

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File numbers found in text: 333-168224

Date

Dec. 14, 2010

Author

Chief

Form

CORRESP

Company

ASSEMBLY BIOSCIENCES, INC. (ASMB) (CIK 0001426800)

Letter

Unassociated Document

VENTRUS BIOSCIENCES, INC.

Seventh Avenue, 48th Floor

New York, New York 10019

December 14, 2010

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: John Krug

Re: Ventrus Biosciences, Inc.

Registration Statement on Form S-1

File No. 333-168224

Ladies and Gentlemen:

Ventrus Biosciences, Inc., a Delaware corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission take appropriate action to make the Registrant’s Registration Statement on Form S-1 (File No. 333-168224) effective as of 10:00 a.m. Eastern Time, Wednesday, December 15, 2010, or as soon thereafter as practicable. Please advise our corporate counsel, Alexander M. Donaldson at (919) 781-4000, of any questions.

Please be advised that the amount of compensation to be paid the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating in the distribution, as described in the registration statement, have been reviewed to the extent required by the Financial Industry Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

With respect to the aforementioned registration statement, the Registrant hereby acknowledges that:

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,
VENTRUS BIOSCIENCES, INC.

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CORRESP
1
filename1.htm

    Unassociated Document

    VENTRUS
BIOSCIENCES, INC.

    787
Seventh Avenue, 48th
Floor

    New York,
New York 10019

    December
14, 2010

    Via EDGAR
Delivery

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
D.C.  20549

    Attention:  John
Krug

    Re:        Ventrus
Biosciences, Inc.

    Registration Statement on Form
S-1

    File No. 333-168224

    Ladies
and Gentlemen:

    Ventrus Biosciences, Inc., a Delaware
corporation (the “Registrant”), hereby requests that the Securities and Exchange
Commission take appropriate action to make the Registrant’s Registration
Statement on Form S-1 (File No. 333-168224) effective as of 10:00 a.m. Eastern
Time, Wednesday, December 15, 2010, or as soon thereafter as
practicable.  Please advise our corporate counsel, Alexander M.
Donaldson at (919) 781-4000, of any questions.

    Please be advised that the amount of
compensation to be paid the underwriters and any other arrangements among the
Registrant and the underwriters and other broker-dealers participating in the
distribution, as described in the registration statement, have been reviewed to
the extent required by the Financial Industry Regulatory Authority and such
Authority has issued a statement expressing no objections to the compensation
and other arrangements.

    With respect to the aforementioned
registration statement, the Registrant hereby acknowledges that:

              ·

              should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the
filing;

              ·

              the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the
      Registrant from its full responsibility for the adequacy and accuracy of
      the disclosure in the filing; and

              ·

              the
      Registrant will not assert staff comments and the declaration of
      effectiveness as a defense in any proceeding initiated by the Commission
      or any person under the federal securities laws of the United
      States.

    Very truly yours,

    VENTRUS BIOSCIENCES, INC.

    By: /s/ Russell H.
Ellison

           Russell
H. Ellison,

    Chief
Executive Officer

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