SecProbe.io

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Mail Stop 3-09

									October 27, 2004

Takashi Kiyoizumi, M.D., Ph.D.
President and Chief Executive Officer
MediciNova, Inc.
4350 La Jolla Village Drive, Suite 950
San Diego, CA  92122

Re:	MediciNova, Inc.
	Registration Statement on Form S-1
	File Number 333-119433

Dear Dr. Kiyoizumi:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Form S-1

Comments Applicable to the Entire Prospectus
1. We note your statement in the exhibit list that you intend to
apply for confidential treatment for certain of your exhibits.
Please note that comments related to your request for confidential
treatment will be delivered under separate cover.  Please be advised
that we will not be in a position to consider a request for
acceleration of effectiveness of the registration statement until we
resolve all issues concerning the confidential treatment request.
2. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.
3. Please note that when you file a pre-effective amendment that
includes your price range, it must be bone fide. We interpret this to
mean that your range may not exceed $2 if you price below $20 and 10%
if you price above $20.
4. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.
5. Please note that where we provide examples to illustrate what we
mean by our comments, they are examples and not complete lists.  If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.

Table of Contents, page i
6. You should retain only the Table of Contents on this page.  All
other information should be disclosed after the Risk Factors section.
Prospectus Summary, page 1
7. As you have chosen to include a summary of your strategy, please
revise to include a discussion of the risks and obstacles you must
address in implementing this strategy.

Risks Affecting Our Business, page 2
8. Please revise this discussion so that it is in a bullet-point
format.

Risk Factors, pages 7-22
9. Your risk factor section is 16 pages long and contains a lot of
duplicative information.  Please reduce it to eliminate overlapping
or duplicative information.  For example, please note the following:

* It appears that the risks discussed in the 3rd, the 6th, the 7th,
and the 11th risk factors overlap relating to your ability to develop
and commercialize a therapeutic drug successfully.  Please consider
combining these risk factors to reduce the redundancy.

* It appears the risks discussed in the 18th and 19th risks factors
discuss similar issues related to your reliance on third parties to
manufacture your products.  Please consider combining these risk
factors to reduce the redundancy.

* It appears that the risks discussed in the 22nd, 23rd and 24th risk
factors discuss similar issues and risks related to protecting your
proprietary risks. Please consider combining these risk factors to
reduce the redundancy.

* It appears the risks discussed in the 23rd and the 28th risks
factors discuss similar risks related to your ability to obtain and
maintain your patent protection and other proprietary rights.  Please
consider combining these risk factors to reduce the redundancy.

* It appears the risks discussed in the 25th and 26th risk factors
discuss similar risks related to litigation involving proprietary or
the proprietary rights of others.  Please consider combining these
risks factors to reduce the redundancy.
"Unless we are able to generate sufficient product revenue, we will
continue . . . .," page 7
10. We note your disclosure that you received revenue from the
performance of "development management services."  Please describe
what development management services you performed.
11. In addition, please identify to whom you provided these services
to, and whether you expect to continue to provide such management
services.

"If we fail to develop and commercialize a therapeutic drug
successfully, we . . . .," page 7
12. Please revise your risk factor heading to disclose that you have
no products available for commercial sale.

"The loss of any rights to develop and market any of our product
candidates . . . .," page 7
13. Please identify the parties that you currently maintain any
material license agreements with as well as the product candidates
that you have licensed.

"If we fail to identify and license or acquire product candidates, we
will not be . . . .," page 8
14. Please revise your risk factor to disclose that you may not have
the necessary funds or resources to complete acquisitions, and that
if you are able to do acquisitions that you may not successfully
integrate the acquired company or technology with your own.  You
should also highlight your lack of experience in identifying and
completing acquisitions.

"If we fail to obtain the capital necessary to fund our operations,
we will be . . . .," page 9
15. Please divide this risk factor into two risk factors: one
addressing the consequences of not obtaining sufficient capital and
the other addressing the negative consequences of obtaining capital,
such as dilution.  It may be appropriate to combine the second risk
factor with "If we raise additional capital in the future, your
ownership in us could be diluted" on page 19.
16. If you do not raise the anticipated offering amount, please
indicate how long you could continue to run your operations.  We note
your have provided for this disclosure in your Liquidity and Capital
Resources discussion.

"We will depend on strategic collaborations with third parties to
develop and . . . .," page 10
17. Based on our reading of this risk factor and your Business
section, it is unclear whether you have entered into any strategic
collaboration with third parties to develop and commercialize any of
your product candidates.  Please revise your disclosure to clarify
whether you have or have not.  If you have not, please also indicate
when you anticipate you would enter into such arrangements.

"We rely on third parties to conduct our clinical trials and perform
data  . . . .," page 10
18. Please identify the third parties you rely on to conduct your
clinical trials and perform data collection and analysis.  Please
also describe the material terms of any agreements you have with such
entities in the Business section of your document.  You should also
file the agreements as exhibits.
19. Please indicate if any of the factors you have described in this
risk factor have delayed, suspended or terminated any of your
clinical trials. If so, please briefly describe the specific
circumstances and how they impacted the Company.

"If we are unable to attract, retain and motivate key management and
scientific . . . .," page 11
20. Since most companies rely on their key personnel, clearly explain
how this specific risk factor applies to your company.  For example,
identify the key personnel upon whom you are dependent and how you
would be adversely affected if one or more of them left.
21. To the extent that you have experienced problems attracting and
retaining key personnel in the recent past, please revise to describe
these problems.  Additionally, if any key employee has plans to
retire or leave your company in the near future, please revise the
discussion to disclose this information.
22. In addition, please discuss any aspects of your business that
make you less attractive than other companies to potential employees.

"We may not be able to continue to exploit the services of outside
scientific . . . .," page 12
23. Describe briefly the rights that your outside and clinical
advisors have to publish data and information.

"We will need to increase the size of our organization, and we may
encounter . . . .," page 12
24. To the extent you can, please quantify the extent of your growth
and expansion and the time period to which you refer in this risk
factor.

Relying on third party manufacturers may result in delays in our
clinical trials . . . .," page 13
25. Please indicate if these parties currently meet your
manufacturing requirements.

"Materials necessary to manufacture our products may not be available
on . . . .," page 13
26. Please identify the suppliers that you or your manufacturers
substantially rely on for the production of the compounds you need
for preclinical and clinical purposes.  To the extent you have any
formal agreements with them, please provide the material terms of the
agreements and file the agreements as exhibit to your document.  If
you do not have any long term agreements, please disclose this
information and disclose when any short-term supply agreements
expire.
27. If difficulties in obtaining needed supplies has ever caused a
material delay or disruption to your business, please discuss.

"Our success depends upon our ability to protect our intellectual
property . . . .," page 14
28. Please describe your patents for any key products and the
expiration date of such patents. In your Business section, provide an
expanded discussion to include the number of patents you have, the
number of patent applications you have filed as well as the number of
patents licensed to you.
29. In addition, with respect to patents you obtained from third
parties, please disclose who has the obligations to take necessary
actions to protect patents under your license agreements.  If you do
not have the obligation to take action, do you have the right to take
necessary actions if the other party does not?

"Confidentiality agreements with employees and others may not
adequately . . . .," page 15
30. If your business has been materially and adversely affected by
the disclosure of proprietary information, please discuss the
situation and its consequences.

If our competitors develop and market products that are more
effective than . . . .," page 17
31. If you are aware of any specific competition, products in
development or new products that your competitors provide or will
soon provide, disclose these competitive threats and the potential
impact of these products or product introductions on your business.
Also, you should consider naming your most relevant competitors whose
business activities could have a material adverse effect on your
prospects or business going forward. If there are too many
competitors to name, please disclose the approximate number of
competitors in your target markets.

"Rapid technological change could make our products obsolete," page
17
Health care reform measures could adversely affect our business,"
page 18
"We will incur increased costs as a result of recently enacted and
proposed . . . .," page 20
32. As currently written, these risk factors could apply to any
issuer or offering.  See Item 503(c) of Regulation S-K.  While we
understand that the risks you describe in this subsection are risks
the company encounters because it is in the drug development
business, you should state how this risk relates specifically to your
company.

"Consumers may sue us for product liability, which could result in
substantial . . . .," page 17
33. Please disclose the amount of your insurance coverage, or in the
alternative, please indicate if you believe such coverage amount is
reasonably adequate to insulate you from potential product liability
claims.

"If our stockholders sell substantial amounts of our common stock
after this  . . . .," page 20
34. Please disclose the number of shares that are subject to lock-up
agreements.
35. In addition, please revise to include information about the
registration rights agreement described on page 64 pursuant to which
additional shares of common stock could be registered for resale by
shareholders.

"As a new investor, you will experience immediate and substantial
dilution in  . . . . ," page 20
36. Please revise this risk factor to explain that investors who
purchase shares will:

* Pay a price per share that substantially exceeds the value of your
assets after subtracting its liabilities; and
* Contribute ___% of the total amount to fund the company but will
own only ___% of the outstanding share capital and ___% of the voting
rights.

"We have never paid dividends on our capital stock, and we do not  .
. . .," page 22
37. Please be advised that so far as the risk to investors is
concerned, this risk states that you will not pay dividends, which is
not a risk by itself to investors.  Clearly state that readers should
not rely on an investment in your company if they require dividend
income and an income to them would only come from any rise in the
market price of your stock, which is uncertain and unpredictable
Information Regarding Forward-Looking Statements, page 23
38. We note your statement that you the information derived from
third party sources "do not guarantee the accuracy or completeness of
the information" and that you have "not verified independently the
data and make no representation as to the accuracy of the data."  It
is not appropriate to disclaim liability for statements included in
your registration statement.  Please revise to delete this language.

Use of Proceeds, page 24
39. Please disclose the approximate amount and timing of the proceeds
you plan to use for the purposes you list in this section, including
how much you anticipate spending of each of your leading product
candidates.  Please also indicate where in the drug development
process you expect to be after the expenditure of these proceeds.
40. Please disclose more specific information as to the use of
working capital.  For example, will you acquire new product
candidates, or expand your facilities?

Management`s Discussion and Analysis of Financial Condition, page 28
Research and Development Expense, page 28
41. Please refer to the Division of Corporation Finance "Current
Issues and Rulemaking Projects Quarterly Update" under section VIII -
Industry Specific Issues - Accounting and Disclosure by Companies
Engaged in Research and Development Activities.  You can find it at
the following website address:
<http://www.sec.gov/divisions/corpfin/cfcrq032001.htm>.
Please disclose the following information for each of your major
research and development projects:

* The costs incurred during each period presented and to date on the
project;
* The nature, timing and estimated costs of the efforts necessary to
complete the project;
* The anticipated completion dates;
* The risks and uncertainties associated with completing development
on schedule, and the   consequences to operations, financial position
and liquidity if the project is not completed timely; and finally
* The period in which material net cash inflows from significant
projects are expected to commence.

To the extent that information requested above is not known or
estimable, disclose that fact and the reason why it is not known.

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