Letter Agreement

Exhibit 10.1

[FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE

REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS]

                     , 2006                    

HEALTHCARE ACQUISITION PARTNERS CORP.

350 Madison Avenue

New York, NY 10017

Re: Healthcare Acquisition Partners Corp. Initial Public Offering – Letter Agreement

Dear Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”) entered into by and between Healthcare Acquisition Partners Corp., a Delaware corporation (the “ Company ”), and FTN Midwest Securities Corp., as Representative (the “ Representative ”) of the Underwriters named in Schedule I thereto (the “ Underwriters ”), relating to an underwritten initial public offering (the “ IPO ”) of the Company’s units (the “ Units ”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), and two warrants, each being exercisable for one share of Common Stock (each, a “ Warrant ”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

1. If the Company solicits approval of its stockholders of a Business Combination, the undersigned shall vote all Insider Shares owned by such person in the same way as the holders of the majority of the IPO Shares.

2. If a Transaction Failure occurs, the undersigned shall take all reasonable actions to cause (i) the Trust Fund to be liquidated and distributed to the holders of the IPO Shares (in respect of the IPO Shares they hold) no later than the Termination Date and (ii) the Company to dissolve and liquidate. The undersigned hereby waives any and all right, title, interest or claim of any kind (“ Claim ”) in or to any distribution of the Trust Fund with respect to such person’s Insider Shares, and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse for any Claim against the Trust Fund for any reason whatsoever. The undersigned hereby agrees that the Company shall be entitled to a reimbursement from the undersigned for any distribution of the Trust Fund received by the undersigned in respect to such person’s Insider Shares.

3. The undersigned agrees not to acquire any IPO Shares prior to the completion of a Business Combination.

4. The undersigned agrees that if he or she ceases to be an officer or director of the Company prior to the dates specified below (other than as a result of death or the person’s inability to continue as an officer and/or director due to disability, as determined by the board of directors of the Company), the portion of the shares specified below will be forfeited and transferred back to the Company in accordance with the following:

5. The undersigned represents and warrants that (i) the biographical information furnished to the Company and the Representative and attached hereto as Exhibit A is true and accurate in all respects (other than de minimis errors or omissions), does not omit any material information with respect to the undersigned’s background during the previous five years and contains all of the information required t