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.