Exhibit 14

 

CODE OF ETHICS

 

1. Introduction

 

The Board of Directors of Healthcare Acquisition Partners Corp. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to:

 

  •   promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

  •   promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;

 

  •   promote compliance with applicable governmental laws, rules and regulations;

 

  •   deter wrongdoing; and

 

  •   require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

 

This Code may be amended only by resolution of the Company’s Board of Directors. In this Code, references to the “Company” mean Healthcare Acquisition Partners Corp.

 

2. Honest, Ethical and Fair Conduct

 

Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company never should be subordinated to personal gain and advantage.

 

Each person must endeavor to:

 

  •   Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests.

 

  •   Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices.

 

  •   Deal fairly with the Company’s customers, suppliers, competitors and employees.

  •   Protect the assets of the Company and ensure their proper use.

 

  •   Refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets or using corporate assets, information or position for general personal gain outside the scope of employment with the Company.

 

3. Disclosure

 

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:

 

  •   not knowingly misrepresent facts about the Company to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and

 

  •   in relation to his or her area of responsibility, endeavor to properly review and critically analyze proposed disclosure for accuracy and completeness.

 

Each person must bring to the attention of the Board of Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

 

4. Compliance

 

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

 

5. Reporting and Accountability

 

The Board of Directors is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board of Directors.

 

Specifically, each person must:

 

  •   Notify the Chairman of any existing or potential violation of this Code.

 

  •   Not retaliate against any other person for reports of potential violations that are made in good faith.

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.

 

6. Waivers and Amendments

 

Any waiver or an implicit waiver from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC.