SecProbe.io

CORRESP
1
filename1.htm

      Unassociated Document

    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue - 19th
      Floor

    New
      York, New York 10017

    Tel.
      No.: 212-370-1300

    Fax
      No.: 212-370-7889

    July
      10,
      2007

    VIA
      EDGAR

    United
      States Securities and Exchange Commission

    Office
      of
      Emerging Growth Companies

    100
      F
      Street, NE - Mail Stop 3561

    Washington,
      D.C. 20549

    Attn: Mr.
      Duc
      Dang

            Re:

              Healthcare
                Acquisition Corp. Preliminary Proxy Statement on Schedule
                14A

    Filed
      on
      February 9, 2007 as subsequently amended by

    Amendment
      No.1 to Preliminary Proxy Statement on Schedule 14A

    Filed
      April 20, 2007; and

    Amendment
      No. 2 to Preliminary Proxy Statement on Schedule 14A

    Filed
      June 8, 2007

    File
      No.
      001-32587

    Ladies
      and Gentlemen:

    On
      behalf
      of Healthcare Acquisition Corp. (the “Company”
or
      “HAQ”)
      we are
      supplementing our prior response of June 29th
      to the
      Staff’s comments in a letter from John Reynolds, Assistant Director, dated June
      26, 2007 addressed to John Pappajohn, Chairman of the Board of the Company.
      Specifically, we are providing further information related to Staff’s inquiry
      about the Medarex agreement with PharmAthene. Set forth below is the actual
      Staff comment and our supplemental response.

    As
      we
      have indicated in our telephone conversations with the Staff, we appreciate
      any
      assistance that the Staff can provide to complete this review. As we have
      previously advised, HAQ must complete the acquisition before August 3, 2007
      or
      it will be required to liquidate.

    Information
      About PharmAthene, page 111

              1.

              We
                note your response to comment 49 of our letter dated. June 1, 2007
                that
                the agreement you have in place with Medarex is confidential. We
                also note
                that you only have two drugs in production and one of them is in
                partnership with Medarex. As such, it appears that the terms of the
                target’s relationship with Medarex are material to investors’
                understanding of your business going forward. Also, upon consummation
                of
                the merger, material contacts will be filed with the Commission.
                Because
                of the material nature of this relationship, please advise us of
                the basis
                for not disclosing the material terms here.

    We
      would
      propose the following language be inserted into the proxy statement at page
      120:

              Mr.
                Duc Dang

              July
                10, 2008

              Page
                Two

    PharmAthene
      entered into a collaboration agreement with Medarex in November 2004 to
      co-develop Valortim(tm) as a therapeutic for individuals infected with anthrax
      as well as for prophylactic treatment of individuals exposed to anthrax. In
      2004, Medarex received an upfront payment from PharmAthene to fund initial
      development activities. Under the collaboration agreement, PharmAthene is
      responsible for funding all research and development and commercialization
      activities that exceed current and future government funding. Medarex and
      PharmAthene will share profits according to a formula that is affected by the
      following factors: (i) whether a contract for the procurement of Valortim(tm)
      is
      entered into with the U.S. Government; (ii) whether PharmAthene has contributed
      funding in an amount equivalent to the funding provided by the U.S. Government
      to Medarex via grants awarded to fund Valortim(tm) development work; and (iii)
      whether PharmAthene provides funding that exceeds the matching by PharmAthene
      of
      funds provided to Medarex under (ii) above. Under the formula, PharmAthene's
      share of operating profits could increase from its initial level of 20% to
      as
      high as 60%.

    If
      you
      have any questions, please contact the undersigned at 212-370-1300, or Matthew
      P. Kinley, the Company’s President, at 515-244-5746.

              Very
                truly yours,

              ELLENOFF
                GROSSMAN & SCHOLE LLP.

              By:

              Brian
                C. Daughney

              Brian
                C. Daughney

            cc:

              Mr.
                Matthew P. Kinley

    Jeffrey
      Baumel, Esq.