SecProbe.io

Mail Stop 4720          October 14, 2009   Shintaro Asako Chief Financial Officer MediciNova, Inc. 4350 La Jolla Village Drive, Suite 950 San Diego, CA 92122  Andrew A. Sauter Chief Executive Officer, President and Chief Financial Officer Avigen, Inc.  1301 Harbor Bay Parkway Alameda, CA 94502
 Re: MediciNova, Inc.
  Registration Statement on Form S-4
  Filed September 17, 2009
  File No. 333-161969

Dear Messrs. Asako and Sauter:
  We have conducted a limited review of  your filing.  Our review was limited to
legal issues and did not incl ude a review of the financia l statements and disclosures
related to accounting issues.  Where indica ted, we think you should revise your document
in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

MediciNova, Inc.
Avigen, Inc.
October 14, 2009 Page 2   FORM S-4

 General

1. Please note that before we will declare the registration statement effective, you must revise your filing throughout to  include any omitted information that
is currently denoted by blanks.

2. Please note that you are required to fi le with the Commission any written
instructions, scripts, and outlines that will be used by any person that solicits proxies on behalf of the company thr ough personal intervie w, telephone, or
telegram, and all other soliciting material that will be furnished to the security holders of either company.

3. Please note that where we provide exampl es to illustrate what we mean by our
comments, they are examples and not complete lists.  If our comments are applicable to portions of the filings that we have not cited as examples, please make the appropriate changes in accordance with our comments.
4. We note that the tax opinion and consent have not been filed and no reference
is made to these items in your current exhibit list.  Item 601(b)(8) of Regulation S-K requires opini ons of counsel as to tax matters for registered
offerings where the tax consequences are material to an investor and a representation as to tax consequences is  set forth in the filing.  Accordingly,
you will need to include a tax opinion in  connection with this filing.  Please
file them as soon as practicable, as we will need time to review this exhibits once they have been filed.
 Questions and Answers About the Merger, page 1

5. Please add a question and answer setti ng forth which individuals you expect
will comprise the management and board of the combined company.
6. On page 3, in the question styled “Who is entitled to vote at the special
meetings,” please specify the record dates for the MediciNova and Avigen
special meetings in your answer.

MediciNova, Inc.
Avigen, Inc.
October 14, 2009 Page 3  Summary, page 6

General
7. Please revise your introductory la nguage to confirm that you have
summarized the most material terms of  the proposed transaction.  See Item
1001 of Regulation M-A.
8. Please revise the structure of this proxy statement/prospectus so that the
information included in the summary begi ns on the first or second page of the
disclosure document pursuant to Inst ruction 2 to Item 1001 of Regulation
M-A.
9. Please revise your summary to include a statement as to whether any federal
or state regulatory requir ements must be complied w ith or approval obtained
in connection with the tran saction and, if so, the stat us of such compliance or
approval.  Similarly revise the disclosure  in “The Merger” section that begins
on page 67.
 The Merger, page 8

10. Please also address in this summary th e treatment of outstanding Avigen stock
options and warrants.
 MediciNova’s Reasons for the Merger, page 11

Avigen’s Reasons for the Merger, page 11
11. In addition to the cross references yo u have provided, please summarize each
company’s key reasons for the merger.
 Interests of Avigen’s Directors and Executive Officers in the Merger, page 12

12. Please disclose here and on page 78 the amount of severance pay and benefits
under the terms of the Avigen, Inc. Management Transition Plan to be
received by the former Avigen executiv e officers, specifically identifying each
such officer.  Please also clarify whether these amounts will be paid if the merger is not consummated.

 13. Please disclose here and on page 78 whether the cash bonuses to be received
by Messrs. Sauter and Johnson are conditioned on closing of the merger and,
when the information becomes available,  please specify the individual amount
of their bonuses.

MediciNova, Inc.
Avigen, Inc.
October 14, 2009 Page 4  Material Differences in the Rights of  MediciNova Stockholders and Avigen
Stockholders, page 14
14. In addition to the cross reference provid ed, please summarize the key material
differences in the rights of each company’s stockholders.
 Termination of the Merger Agreement, page 13

15. Please summarize here the circumstances under which the termination fees
and expenses are triggered, and descri be the amounts which would be owed.

Comparative Closing Market Pr ices of MediciNova and Av igen Common Stock, page 14

16. In a footnote to the table on page 14, please include an explanation for the
term “equivalent price.”
 Risk Factors, page 20

 Risks Related to the Merger, page 20

 “The Merger is subject to approval by Medi ciNova and Avigen stockholders....” page 20

 17. Revise this risk factor to state, for each company, what percentage of the
outstanding common stock must be voted in  favor of the merger in order for it
to be approved.
18. As this risk factor contains your firs t reference to ibudilast, please expand
your disclosure to explain what ibudila st is and its significance to the two
companies.
 “Regardless of whether the Merger is c onsummated, the announcement and pendency of
the Merger could cause disrupt ions in the business of Medi ciNova, which could have an
adverse effect....” page 25

19. Please advise us as to whether you ar e aware of any ex isting or potential
challenges with third parties regard ing the continuation of business and
contractual relationships as a result of the merger or having MediciNova
become a successor in interest to any of  the material Avigen agreements.  If
so, please provide a separate and appropr iately-titled risk factor discussing
such specific circumstances.
 Risks Related to the Convertible Note s and MediciNova Common Stock, page 26

“Fluctuations in the price of Medici Nova common stock may deter…” page 27

MediciNova, Inc.
Avigen, Inc.
October 14, 2009 Page 5
20. Please state the date of MediciNova’s in itial public offering.  Similarly revise
the risk factor on page 51 entitled “ MediciNova’s stock price may be volatile,
and you may not be able to resell its shares at a profit or at all.”
 Risks Related to MediciNova’s Business and Industry, page 30

 “Negative conditions in the global credit markets…” page 34

21. Please state the approximate percentage of the company’s overall investment
portfolio its auction rate securities comprise.
 “MediciNova is dependent on its management team…” page 43

22. Please state whether the company main tains employment contracts with its
key personnel and disclose the term and termination provisions of the same if
applicable.
23. To the extent that the company has experienced difficulties attracting and retaining key personnel, please revise to discuss th ese difficulties.  Also,
disclose whether any key personnel have plans to retire or leave employment
in the near future.
24. Please identify the key employees who cu ltivated the important relationships
with pharmaceutical companies refere nced in this risk factor.
 The Merger, page 67

 Background of the Merger, page 67

25. In your discussion of the formation of  the AV411 Special Committee, please
identify the board members that Avig en and MediciNova had in common.
26. Please specifically identify by name all of the Avigen directors comprising the
AV411 Special Committee at its formation, through and after May 2008.

27. Please expand your description of the meetings that took place between
Avigen and MediciNova officials during the period of May 2007 to July 2008 or clarify why a more fulsome discussion of the meetings between the parties during this time period is not material.
28. Please expand your discussion of the Avigen’s and ProPharma’s ongoing
review and assessment of opportunities fo r licensing partnerships or an asset

MediciNova, Inc.
Avigen, Inc.
October 14, 2009 Page 6
sale of AV411.  For example, in evalua ting strategic transactions, if you were
looking for companies of a particular si ze or with specific attributes, please
include this information in the discussi on.  In addition, with respect to the six
companies identified by ProPharma that engaged in extensive due diligence
and meetings with Avigen management , please provide additional information
about the parties’ negotiations and, to the extent you are aware of them,
include reasons the discussions did not result in any business transactions.
29. Please provide us supplementally with copies of any non-public information — documents, financial forecasts, projections and presentations — used by Avigen to evaluate the strategic al ternatives referenced, including any
materials provided by BVF in the October 30, 2008 meeting with the Avigen board and any materials provided by  RBC and Pacific Growth in the
December 9, 2008 meeting.  We ma y have additional comments.
30. Of the two companies that were identified by Pacific Growth and which engaged in extensive due diligence and meetings with Avigen management between January 2009 and April 2009, please provide additional information about the parties’ negotiations and, to the extent you are aware of them,
include reasons the discussions did not  result in any business transactions.
31. Please provide more detail regarding th e written proposal in February 2009
for an acquisition of Avigen referenc ed on page 69, including the proposed
terms and the Avigen board’s evaluation of those terms.
32. With respect to the Avigen board meetings with RBC on January 20, 2009,
January 23, 2009, February 26, 2009 and March 17, 2009, please summarize any financial analyses presented by RBC to the board, RBC’s updates of the
process of evaluating Avigen’s strategi c alternatives and RBC’s assessment of
the merits of any pending proposals, as applicable.

33. Please state the basis for the company’s recommendation following the February 6, 2009 board meeting, refe renced on page 71, that Avigen
stockholders not tender their shares in connection with BVF’s tender offer.  If the merger proposals then under consider ation by the board were superior to
the tender offer, please explain.
34. Please expand the disclosure on page 71 of the March 17, 2009 meeting to
explain why MediciNova’s  proposal was considered inadequate from a
financial point of view.  Also provide more details regarding the party with
which the board directed management to begin negotiating a definitive agreement, including the terms of that party’s proposal. Also, identify the size

MediciNova, Inc.
Avigen, Inc.
October 14, 2009 Page 7
and relevant attributes of that part y and the three othe r parties the board
instructed management to continue discussions with.

35. Please describe in greater detail the substance of the discussions held by
Avigen’s board on March 20, 2009, particular ly with respect to any analysis
presented or conclusions that were dr awn regarding BVF’s increased tender
offer price and the March 18, 2009 meeting with MediciNova.

36. We note your disclosure that on March 26, 2009 Avigen announced it had
discontinued strategic merger discussi ons in order to develop a plan of
liquidation, but on the same day MediciNova contacted Avigen and sent a revised merger proposal.  Please cl arify whether there were further
discussions after Avigen’s announcemen t on March 26, 2009 with any of the
other parties with whom Avigen was ne gotiating at the time of, or before, the
announcement.
 37. Please disclose the substance of the updated feedback that RBC provided to
MediciNova from the meeting of Avigen’s AV411 Special Committee on July 21, 2009.

38. Please disclose whether, at any of the meetings described, the potential
adverse effects of a combination be tween Avigen and MediciNova were
discussed.  If so, please disclose the nature  of those discussions.  If not, please
disclose why not and disclose when di scussions regarding potential adverse
effects took place.
 MediciNova’s Reasons for the Merger, page 75

 39. Please reorganize this section, in a ma nner similar to the section entitled
Avigen’s Reasons for the Merger , to identify the factor s that weighed in favor
of the merger as well as the countervailing factors and risks considered by MediciNova.
 Avigen’s Reasons for the Merger, page 76

 40. With respect to the factors that Av igen’s board believed supported the
decision to approve the merger with MediciNova, many of the reasons listed
are conclusory.  Please revise these bu llets as necessary to make clear how
each particular factor weighed in favor of the transaction.  For example, it is
not sufficient to list Avigen’s efforts to solicit indications of interest from third parties without providing the adde d context explaining that these efforts
proved unsatisfactory, and the reasons why.

MediciNova, Inc.
Avigen, Inc.
October 14, 2009 Page 8
41. The list of uncertainties and risks co nsidered by the Avigen board must
include all material considerations, ye t the preface to the list on page 77 and
the last bullet of the list, which talk a bout a “variety of risks” and “various
other applicable risks,” s uggest there may be other ri sks associated with the
combined company and the merger transaction that you have neglected to include here.  Please revise to include  all such material risks that were
considered by the board or, alternatively, make clear that the disclosure of the
material risks on pages 77- 78 is an exhaustive list.
 Opinion of Ladenburg Thalmann & Co. Inc. -  Financial Advisor to MediciNova, page 79

42. Please supplementally provide us with copies of any materials prepared by
Ladenburg Thalmann in connection w ith its fairness opinion, including,
among other things, any “board books,” dr aft of fairness opinions provided to
the board of directors, and any summarie s of presentations made to the board
of directors.  We may have further comments on your disclosure once we have
had the opportunity to revi ew these materials.

43. Please disclose that Ladenburg Thalmann has consented to use of its opinion
in your filing and please provide such consent as an exhibit to your filing.
44. Please disclose the 14 partnering tran sactions involving neurology compounds
to treat pain that Ladenburg analyzed.
45. Please disclose the fees Ladenburg Thal mann will receive in connection with
its fairness opinion and the merger transaction.
 Opinion of RBC Capital Markets Corporation. -  Financial Advisor to Avigen, page 84

46. Please supplementally provide us with copies of any materials prepared by
RBC in connection with its fairness opinion, including, among other things,
any “board books,” draft of fairness opinions provided to the board of
directors, and any summaries of presentations made t