SecProbe.io

CORRESP
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    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
      12,
      2007

    VIA
      EDGAR

    Mr.
      John
      Pappajohn, Chairman of the Board

    Healthcare
      Acquisition Corp

    2116
      Financial Center

    666
      Walnut Street

    Des
      Moines, Iowa 50309

              Re:

              Healthcare
                Acquisition Corp

    Preliminary
      Proxy Statement Amendment No. 3

    Filed
      on June 29, 2007

    File
      No. 1-32587

    Ladies
      and Gentlemen:

    On
      behalf
      of Healthcare Acquisition Corp. (the “Company”
or
      “HAQ”)
      we are
      submitting our response to the Staff’s comments in a letter from John Reynolds,
      Assistant Director, dated July 11, 2007 addressed to John Pappajohn, Chairman
      of
      the Board of the Company. Set forth below is the actual Staff comment and
      our  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. We must provide at least 10 days notice
      to stockholders of the meeting, and given the time necessary to print the
      proxy statement and mail, we must clear the review process by mid-morning on
      Friday in order to hold our meeting date on July 27th. We have also attached
      the
      actual pages which have changed in accordance with our responses below to assist
      you in your review.

    General

              1.

              We
                note your response to comments seven and eight of our letter dated
                June
                26, 2007 and the additional disclosure on pages 66 and 68. The additional
                disclosure states that your management believes that the revenue
                projections provided by PharmAthene were prepared using similar criteria
                and methods considered by research analyst. Please revise to clarify
                the
                basis and confirm if the companies with drugs not yet marketable
                also rely
                on estimates of possible sales to SNS.

    We
      have
      revised the disclosure as requested. Specifically, we have added language
      at page 66 of the Proxy Statement to include the following
      statements:

    Management
      of HAQ reviewed several publicly available research reports prepared by third
      party analysts regarding the peer group companies and compared the criteria
      utilized in these reports to the criteria utilized by PharmAthene in its
      projections. At least two of the reports included discussions of estimates
      related to potential revenues of the peer group companies for product
      undertakings in the bio defense arena for their products to U.S. government
      agencies, including the United States Strategic National Stockpile. The analyst
      reports contained summaries of the businesses of the peer group
      companies, and their significant products under development,
      projections for existing and future products, potential grants and research
      contracts, pending research and development projects, potential financial
      milestones and related materials. HAQ’s management determined that the criteria
      utilized by PharmAthene in preparing its projections were similar to those
      considered by third party industry analysts for publicly traded companies within
      the peer group.

    As
      supplemental information in response to the Staff’s comment, we advise the Staff
      HAQ’s management reviewed the following research reports:

                ·

                a
                  research report on SIGA Technologies, Inc. dated November 22, 2006
                  prepared by Advent Financial;

                ·

                a
                  research report on Avi BioPharma, Inc. dated November 16, 2006
                  prepared by
                  Rodmen & Renshaw;

                ·

                two
                  research reports on BioCryst Pharmaceuticals dated February 17,
                  2006 and
                  August 10, 2006, respectively, prepared by C. E. Unterberg, Towbin
                  and
                  Rodman and Renshaw, respectively;
                  and

                ·

                a
                  research report on AVI BioPharma, Inc. dated August 9, 2006, prepared
                  by
                  Rodman and Renshaw.

              2.

              In
                connection with the preceding comment, please revise to clarify if
                you
                received any direct indication from SNS that they would purchase
                your
                products.

    We
      have
      revised the disclosure as requested. Specifically, we have added additional
      language at page 70 of the Proxy Statement to include the following
      statement:

    Although
      management of PharmAthene has engaged in discussions with the Department of
      Homeland Security and the Department of Health and Human Services regarding
      its
      products and their potential efficacy in addressing national bioterrorism
      concerns, PharmAthene has not received any definitive indications or statements
      or commitments from the SNS that it will make purchases from PharmAthene.

              3.

              We
                note the additional disclosure on page 69 in response to comment
                12 of our
                letter dated June 26, 2007. Please revise to clarify how you “tempered
                such consideration” because of the different rights and abilities of the
                private investors versus common stock holders. In that regard, reconcile
                the “tempering” with the fact that the target based the share price on the
                price of the preferred securities.

      We
        have revised the disclosure as requested. Specifically, we have added additional
        language at pages 71 to 72 to include the following
        statements:

    HAQ’s
      management
      recognized that although holders of preferred stock may allocate a greater
      value
      to preferred shares than common shares because of certain of their control
      provisions, they also recognized that such advantages generally are more
      important in allocating relative value among equity holders rather than as
      a
      factor in adjusting total valuation for a company. In addition, at the time
      of
      the Series C financing, the holders of Preferred Stock held more than 86% of
      the
      total as converted capitalization of PharmAthene, so that the relative
      preferential value that might ordinarily be ascribed to preferred stock is
      not
      as relevant in PharmAthene’s case. Therefore, HAQ’s Board believed that the
      valuation of PharmAthene established by the preferred stockholders provided
      a
      fair basis for evaluating valuation.

    We
      have
      also removed the word “tempering” and replaced it with “balancing”.

              4.

              We
                note the proposed disclosure concerning your relationship with Medarex.
                What you have disclosed does not appear to discuss the principal
                and
                material terms of the agreement. Please revise to disclose
                all
                material terms of your agreement with Medarex. Specifically address
                how
                profits will be shared with Medarex or provide us with an analysis
                why
                this information is not material to an investor. Please revise
                accordingly.

    In
      response to Staff's comment we have added to the discussion at pages 122 to
      123
      of the Proxy Statement disclosure of the material terms of the agreement with
      Medarex.

      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, under the terms of the collaboration agreement, Medarex received an
        initial payment of two million dollars ($2,000,000) from PharmAthene to fund
        planned 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. The collaboration
        agreement provides that Medarex and PharmAthene will share operating profits
        according to a formula such that PharmAthene’s share of the operating profits
        could increase from an initial level of 20% to as high as 60% generally as
        follows: (i) upon execution of the collaboration agreement and the $2 million
        initial payment, PharmAthene’s profit share was 20%; (ii) in order to maintain
        its 20% profit share PharmAthene is required to contribute 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 (approximately $7.2 million);
        (iii) PharmAthene’s share of operating profits will increase to 50% if a
        contract for the procurement of Valortim(tm) is entered into with the U.S.
        Government and PharmAthene has satisfied its obligation under (ii) above;
        and
        (iv) PharmAthene’s share of the operating profits can increase by 10% for every
        $5 million of funding provided by PharmAthene over and above the initial
        payment
        of $2 million and the amount that it provides as funding in excess of the
        matching by PharmAthene of funds provided to Medarex under (ii) above.
        PharmAthene’s aggregate share of the operating profits is capped at 50% if the
        condition under (iii) is not satisfied and 60% if it is satisfied. Should
        the
        parties enter into a contract for the procurement of Valortim(tm) with the
        U.S.
        Government prior to PharmAthene satisfying its obligation under (ii) above,
        PharmAthene is required to make a milestone payment to Medarex in order to
        achieve a 50% profit share in the program. Prior to distribution of operating
        profits, each party is entitled to reimbursement of research and development
        expenses incurred that were not otherwise covered by government
        funding

              5.

              Also
                in connection with your proposed revisions, clarify how you will
                obtain
                the funds to further the development of Valortim. On page 108 you
                disclose
                that you expect grants to fund the remaining development of Valortim™.
                Will those grants be received by you or Medarex? It would appear
                that
                grants received by Medarex would not aid in your ability to receive
                revenues from the sale of Valortim™.

    We
      have
      modified the language appearing at page 108 of the Proxy Statement in response
      to the Staff’s comment.
      It
      appears that a word was missing and together
      with the inserted language now appearing at page 108 we have clarified that
      PharmAthene, not Medarex, will be the recipient of all grant funds and together
      with its credit facility, possible sales of securities and the HAQ trust funds,
      it will have substantial and sufficient funds to develop its
      products.

    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.