Form of Stock Transfer Agency Agreement

Exhibit 10.5


[FORM OF STOCK TRANSFER AGENCY AGREEMENT]


SERVICE AGREEMENT

FOR

TRANSFER AGENT SERVICES

TO


HEALTHCARE ACQUISITION PARTNERS CORP.

THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this " Agreement" ) between Healthcare Acquisition Partners Corp., a Delaware corporation (" Client" ) and Mellon Investor Services LLC, a New Jersey limited liability company (" Mellon" ), is dated as of .

1. Appointment . Client appoints Mellon as its transfer agent, registrar and dividend disbursing agent and Mellon accepts such appointment in accordance with the following terms and conditions for all authorized shares of each class of stock listed in Exhibit A hereto (the " Shares" ).


2. Term of Agreement. Mellon' s appointment hereunder shall commence on the next business day after the later of (i) the date hereof, or (ii) the date Mellon has confirmed that Client' s records have been converted to Mellon' s system (the " Effective Date" ), and shall continue for three years thereafter (the " Initial Term" ). Unless either party gives written notice of termination of this Agreement at least 60 days prior to the end of the Initial Term, or any successive three-year term, this Agreement shall automatically renew for successive additional three-year terms.


3. Duties of Mellon. Commencing on the Effective Date, Mellon shall provide the services listed in Exhibit B hereto, in the performance of its duties hereunder.

4. Representations, Warranties and Covenants of Client. Client represents, warrants and covenants to Mellon that:

(a) the Shares issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Shares to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable;

(b) the Shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended (the " Securities Act" ), and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended (the " Exchange Act" ), or are exempt from such registration;


(c) any Shares to be issued hereafter, when issued, shall have been duly registered under the Securities Act, and such registration shall have become effective, or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration;

(d) Client has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the Shares issued and outstanding on the date hereof;


(e) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the Shares in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or the by-laws of Client, any law or regulation, any

order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Client is a party or by which it is bound. This Agreement is enforceable against Client in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and


(f) Client agrees to provide to Mellon the documentation and notifications listed in Exhibit C hereto according to the requirements set forth therein.

5. Representations, Warranties and Covenants of Mellon. Mellon represents, warrants and covenants to Client that:

(a) Mellon is, and for the term of this Agreement shall remain, duly registered as a transfer agent under the Exchange Act;


(b) subject to Sections 7 and 8(a) hereof, during the term of this Agreement, Mellon shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder; and

(c) assuming the accuracy of Client' s representations and warranties and compliance by Client with its covenants hereunder, the execution and delivery of this Agreement, and the performance by Mellon of its obligations in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the organizational documents of Mellon, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Mellon is a party or by which it is bound. This Agreement is enforceable against Mellon in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.


6. Scope of Agency.


(a) Mellon shall act solely as agent for Client under this Agreement and owes no duties hereunder to any other person. Mellon undertakes to perform the duties and only the duties that are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against Mellon.


(b) Mellon may rely upon, and shall be protected in acting or refraining from acting in reliance upon, (i) any communication from Client, any predecessor Transfer Agent or co-Transfer Agent or any Registrar (other than Mellon), predecessor Registrar or co-Registrar, or (ii) any written instruction, notice, request, direction, consent, report, certificate, or other instrument, paper, document or electronic transmission believed by Mellon to be genuine and to have been signed or given by the proper party or parties. In addition, Mellon is authorized to refuse to make any transfer that it determines in good faith not to be in good order.


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(c) In connection with any question of law arising in the course of Mellon performing its duties hereunder, Mellon may consult with legal counsel (including internal counsel) whose advice shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Mellon hereunder in good faith and in reasonable reliance thereon.


(d) Any instructions given by Client to Mellon orally shall be confirmed in writing by Client as soon as practicable. Mellon shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance with any oral instructions that do not conform with the written confirmation received in accordance with this Section 6(d).


7. Indemnification. Client shall indemnify Mellon for, and hold it harmless against, any loss, liability, claim or expense (" Loss" ) arising out of or in connection with its duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except to the extent that such Loss shall have been determined by a court of competent jurisdiction to be a result of Mellon' s gross negligence or intentional misconduct.


8. Limitation of Liability.


(a) In the absence of gross negligence or intentional misconduct on its part, Mellon shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. In no event will Mellon be liable for special, indirect, incidental, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if Mellon has been advised of the possibility of such damages. Any liability of Mellon will be limited in the aggregate to an amount equal to twelve (12) times the monthly administrative fee to be paid by Client as set forth in Exhibit B hereto.


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