Exhibit 4.2

Number __		Shares **______**
	COMMON STOCK
CUSIP NO. 42224P 10 6

Incorporated under the Laws of the State of Delaware

HEALTHCARE ACQUISITION PARTNERS CORP.

The Corporation is Authorized to Issue

200,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.0001 EACH

This Certifies that                                                                                                                                                                          is the owner of                     (**                 **)                                                                                                                                                fully-paid and non-assessable shares of Common Stock, par value $0.0001 per share, of HEALTHCARE ACQUISITION PARTNERS CORP. transferable on the books of the Corporation in person or by duly authorized Attorney by surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

In Witness Whereof the corporation has caused this certificate to be executed on this      day of                     , 200  .

Chief Executive Officer Secretary

Transfer Agent

Number	Shares
__	**_______**

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	as tenants in common	Unif Gift Min Act -                      Custodian
TEN ENT	tenants by the entireties	(Cust)                         (Minor)
JT TEN	as joint tenants with right of	Under Uniform Gifts to Minors
	survivorship and not as tenants     in common	Act:
		(State)

Additional Abbreviations may also be used though not in the above list.

Healthcare Acquisition Partners Corp.

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof assents.

The holder of this certificate shall be entitled to receive funds from the Corporation’s trust fund only in the event of a liquidation of the Corporation upon failure to consummate a business combination or if the holder seeks to convert his respective shares into cash upon a business combination which he voted against and which is actually completed by the Corporation. Except as required by applicable law, in no other circumstances shall the holder have any right or interest of any kind in or to the trust fund.

For Value Received,                      hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                      Attorney, to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated	By:
	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

By:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).