SecProbe.io

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 CORRESP

 September 26, 2025
 VIA EDGAR Division of Corporation Finance
 Office of Life Science United States Securities and Exchange
Commission 100 F Street, N.E. Washington, D.C. 20549
 Attention:   Alan Campbell

 Re:
 Acceleration Request of MediciNova, Inc.
 Registration Statement on Form S-1
 Filed August 22, 2025
 (File No. 333-289801)
 Ladies and Gentlemen: Pursuant to Rules 460 and
461 under the Securities Act of 1933, as amended, MediciNova, Inc. (the “ Registrant ”) hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement,
to 4:00 p.m., Eastern Time, on Tuesday, September 30, 2025, or as soon thereafter as practicable. The Registrant hereby
authorizes Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.
 Thank you for your assistance. If you should have any questions, please contact Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8060.

 Very truly yours,

 /s/ Yuichi Iwaki

 Yuichi Iwaki

 President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 26, 2025

Yuichi Iwaki
President and Chief Executive Officer
MediciNova, Inc.
4275 Executive Square, Suite 300
La Jolla, CA 92037

 Re: MediciNova, Inc.
 Registration Statement on Form S-1
 Filed August 22, 2025
 File No. 333-289801
Dear Yuichi Iwaki:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: John E. Maciejewski, Esq.
</TEXT>
</DOCUMENT>

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CORRESP

 September 1, 2022

VIA EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Daniel Crawford

Re:
 Acceleration Request of MediciNova, Inc.

Registration Statement on Form S-3

Filed August 26, 2022

(File No. 333-267094)

Ladies and Gentlemen:

 Pursuant to Rules 460 and
461 under the Securities Act of 1933, as amended, MediciNova, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the
above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on Tuesday, September 6, 2022, or as soon thereafter as practicable.

The Company hereby authorizes Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the
Company, to orally modify or withdraw this request for acceleration.

 Thank you for your assistance. If you should have any questions,
please contact Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8060.

Very truly yours,

/s/ Yuichi Iwaki

Yuichi Iwaki

President and Chief Executive Officer

United States securities and exchange commission logo
August 31, 2022
Yuichi Iwaki, M.D., Ph.D.
President and Chief Executive Officer
MediciNova, Inc.
4275 Executive Square, Suite 300
La Jolla, California 92037
Re:MediciNova, Inc.
Registration Statement on Form S-3
Filed August 26, 2022
File No. 333-267094
Dear Dr. Iwaki:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kirt Shuldberg, Esq.

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CORRESP

 February 8, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Life Sciences

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:     Mr. Jeffrey Gabor

Re:
 Acceleration Request of MediciNova, Inc.

Registration Statement on Form S-3, filed January 29, 2021

(File No. 333-252592)

Ladies and Gentlemen:

 Pursuant to Rules 460 and
461 under the Securities Act of 1933, as amended, MediciNova, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the
above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on Wednesday, February 10, 2021, or as soon thereafter as practicable.

Thank you for your assistance. If you should have any questions, please contact Jordan Murray of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8047.

Very truly yours,

/s/ Yuichi Iwaki

Yuichi Iwaki

President and Chief Executive Officer

United States securities and exchange commission logo
February 5, 2021
Yuichi Iwaki, M.D., Ph.D.
President and Chief Executive Officer
MediciNova, Inc.
4275 Executive Square, Suite 300
La Jolla, CA 92037
Re:MediciNova, Inc.
Registration Statement on Form S-3
Filed January 29, 2021
File No. 333-252592
Dear Dr. Iwaki:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jordan F. Murray, Esq.

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CORRESP

 August 20, 2019

VIA EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention:
        Mr. Donald Field

Re:
 Acceleration Request of MediciNova, Inc.

 Registration Statement on Form S-3, filed August 9, 2019

 (File No. 333-233201)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, MediciNova, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement, to
4:00 p.m., Eastern Time, on Thursday, August 22, 2019, or as soon thereafter as practicable.

 Thank you for your assistance. If
you should have any questions, please contact Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8060.

Very truly yours,

MediciNova, Inc.

 /s/ Yuichi Iwaki, M.D., Ph.D.

Yuichi Iwaki, M.D., Ph.D.

President and Chief Executive Officer

August 14, 2019
Yuichi Iwaki
Chief Executive Officer
MediciNova, Inc.
4275 Executive Square, Suite 300
La Jolla, CA 92037
Re:MediciNova, Inc.
Registration Statement on Form S-3
Filed August 9, 2019
File No. 333-233201
Dear Dr. Iwaki:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

September 26, 2017
Yuichi Iwaki
Chief Executive Officer
Medicinova, Inc.
4275 Executive Square, Suite 650
La Jolla, CA 92037
Medicinova, Inc.
Registration Statement on Form S-3
Filed September 22, 2017
File No. 333-220593Re:
Dear Mr. Iwaki:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Ada D. Sarmento at (202) 551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Kirt W. Shuldberg, Esq.

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CORRESP

 September 27, 2017

VIA EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Mail Stop 4546

 Washington, D.C. 20549

Attention:         Ms. Ada D. Sarmento, Senior Counsel

Re:
Acceleration Request of MediciNova, Inc.

 Registration Statement on Form S-3, filed September 22, 2017

 (File
No. 333-220593)

 Ladies and Gentlemen:

Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, MediciNova, Inc. (the “Registrant”) hereby
requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on Monday, October 2, 2017, or as soon
thereafter as practicable.

 Thank you for your assistance. If you should have any questions, please contact Kirt Shuldberg of Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8060.

Very truly yours,

 /s/ Yuichi Iwaki

Yuichi Iwaki

President and Chief Executive Officer

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CORRESP

 August 25, 2016

VIA EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Mail Stop 4720

 Washington, D.C. 20549

 Attention:

 Ms. Suzanne Hayes, Assistant Director

Mr. Scot Foley, Attorney-Adviser

Re:
Acceleration Request of Medicinova, Inc.

Registration Statement on Form S-3, filed December 1, 2015,

as amended on December 18, 2015 and August 24, 2016

(File No. 333-208274)

 Ladies and Gentlemen:

Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Medicinova, Inc. (the “Registrant”) hereby
requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on Monday, August 29, 2016, or as soon
thereafter as practicable.

 The Registrant hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your assistance. If you should have any questions, please contact Ryan Gunderson of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8046.

Very truly yours,

/s/ Yuichi Iwaki

Yuichi Iwaki

President and Chief Executive Officer

Mail Stop 4720
December 14, 2015

Via E -mail
Yuichi Iwaki, M.D., Ph.D.
President and Chief Executive Officer
Medicinova , Inc.
4275 Executive Square, Suite 650
La Jolla, CA 92037

Re: Medicinova, Inc.
  Registration Statement on Form S-3
Filed  December 1, 2015
  File No.  333-208274

Dear Dr. Iwaki

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Yuichi Iwaki, M.D., Ph.D
Medicinova , Inc.
December 14, 2015
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3715 with any
questions.

Sincerely,
 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

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Acceleration Request

 MEDICINOVA, INC.

 4350 LA JOLLA VILLAGE DRIVE, SUITE 950

 SAN DIEGO, CA 92122

 December 14, 2009

 VIA EDGAR
AND FACSIMILE

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Jeffrey Riedler and Nandini Acharya

Re:

MediciNova, Inc.

Registration Statement on Form S-3 (File No. 333-163116)

 Dear Commissioners:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, MediciNova, Inc., a Delaware corporation (the “Company”), hereby respectfully requests acceleration of the effective date of
its Registration Statement on Form S-3 (File No. 333-163116) so that such Registration Statement may be declared effective at 12:00 p.m. on December 16, 2009 or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to David E. Schulman of Dechert LLP at (202) 261-3440 and that such
effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the
“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

MediciNova, Inc.

By:

 /s/ Shintaro Asako

Name:

Shintaro Asako

Title:

Chief Financial Officer and Secretary

Mail Stop 4720          November 23, 2009   Shintaro Asako Chief Financial Officer MediciNova, Inc. 4350 La Jolla Village Drive, Suite 950 San Diego, CA 92122
 Re: MediciNova, Inc.
  Registration Statement on Form S-3
  Filed November 13, 2009
  File No. 333-163116

Dear Mr Asako:
  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.

Mr. Shintaro Asako, Chief Financial Officer
MediciNova, Inc.
November 23, 2009 Page 2   FORM S-3

Incorporation By Reference, page 26

1. Please revise this section to incorporate by reference the Form 8-K filed on
September 4, 2009 and the Form 8-K filed on November 17, 2009.  See Item 12(a)(2) of Form S-3.

* * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Mr. Shintaro Asako, Chief Financial Officer
MediciNova, Inc.  November 23, 2009 Page 3    In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
   Please contact Nandini Ac harya at (202) 551-3495 or me at (202) 551-3715 with
any questions.
        S i n c e r e l y ,
           J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r     cc: David E. Shulman, Esq.
Dechert LLP 1775 I Street, N.W. Washington, DC 20006

CORRESP
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Acceleration Request

 MEDICINOVA, INC.

 4350 LA JOLLA VILLAGE DRIVE, SUITE 950

 SAN DIEGO, CA 92122

 November 17, 2009

 VIA EDGAR
AND FACSIMILE

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Jeffrey Riedler, Daniel Greenspan and Nandini Acharya

Re:
    MediciNova, Inc.

 Registration Statement on Form S-4 (File No. 333-161969)

 Dear Commissioners:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, MediciNova, Inc., a Delaware corporation (the “Company”), hereby respectfully
requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-161969) so that such Registration Statement may be declared effective at 5:00 p.m. on November 18, 2009 or as soon as practicable
thereafter.

 We request that we be notified of such effectiveness by a telephone call to David E. Schulman of Dechert LLP at
(202) 261-3440 and that such effectiveness also be confirmed in writing.

 The Company hereby acknowledges that (i) should the
Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for adequacy and accuracy of the disclosure in the filing; and (iii) the
Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

MediciNova, Inc.

By:

 /s/    Shintaro Asako

Name:

Shintaro Asako

Title:

Chief Financial Officer and Secretary

Mail Stop 4720          November 9, 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/A
  Filed October 23, 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.  November 9, 2009 Page 2   FORM S-4

Risk Factors, page 22
Risks Related to MediciNova’s Business and Industry, page 32
“MediciNova is dependent on its management team…” page 46

1. We note your response to our prior comment 23 and your statement that
MediciNova has revised the risk factor to  the effect that it has not experienced
difficulties attracting and retaining ke y personnel.  However, it does not
appear that you have added this disclo sure.  Please revise accordingly.

Background of the Merger, page 69
2. Please refer to our prior comment 32.  We note that you have disclosed that
RBC conducted a liquidation analysis and stock trading analysis.   Please
summarize the results of these analyses.  Specially, please state the
approximate liquidation value you refe rence throughout this section.

3. Please refer to prior comment 34.  We not e that you have added a description
of the four parties the board instructed  management to continue discussions
with.  Please revise this de scription to include the re lative size of each of the
four entities (i.e. large or  mid-size public company, small private company).
 Opinion of RBC Capital Markets Corporation. -  Financial Advisor to Avigen, page 89

4. Please refer to prior comment 48.  Please re vise your disclosure to discuss the
basis for your belief, as se t forth in your response, th at stockholders of Avigen
are not entitled to rely on RBC’s fair ness opinion.  Please disclose that the
availability of such a defense will be resolved by a court of competent jurisdiction and include your assessment of recent court decisions.  Please also disclose that resolution of the question of availability of such a defense will have no effect on the rights and responsib ilities of the board  of directors under
applicable state law.  Finally, please disclose that the availability of such a state-law defense to RBC would ha ve no effect on the rights and
responsibilities of either  RBC or the board under the federal securities laws.

Avigen’s Business, page 148

5. Please break out the total payments Avigen may receive pursuant to
assignment agreement with Genzyme by aggregate milestone payments,
sublicensing fees and royalty payments.

MediciNova, Inc.
Avigen, Inc.  November 9, 2009 Page 3  Compensation Discussion and Analysis, page 194

Use of Compensation Consultants, page 195
6. We note that there are fourteen biot echnology companies listed in the peer
group on page 195, but your narrative desc ription states there were only 12.
Please correct this apparent discrepancy as appropriate.
 Material U.S. Federal Income Tax C onsequences of the Merger, page 213

7. We note the following statements in your disclosure of material tax
consequences:
• “Avigen stockholders receiving Conv ertible Notes in the Merger should
have an adjusted basis in the Convertib le Notes … equal to…” (page 214);
• “While not free from doubt , shares received generally have a holding
period that includes …” (page 214);
• “Amounts received on account of th e Second Payment Consideration
rights … should have  an amount of unstated interest equal to …”
(page 215); and
• “While not free from doubt , we intend to take th e position that the Non-
U.S. Holders receiving Second Paym ent Consideration rights in the
Merger are …” (page 217)
(emphasis added)
 If doubt exists because of a lack of authority directly addressing the tax
consequences or conflicting authority , counsel may use the words “should”
or “while not free from doubt” to make it clear that its opinion is subject to a
degree of uncertainty.  However, in such cases, you must provide disclosure explaining why counsel cannot give a “w ill” opinion, describe the degree of
uncertainty in the opinion and set forth th e risks to investors in a risk factor
and/or other appropriate disclosure.
8. Your discussion must also identify counsel and clearly state that the discussion in the prospectus as to ea ch identified tax item is counsel’s
opinion.  Please revise accordingly.
 Exhibit 8.1 – Form of Dechert Opinion

9. Item 601(b)(8) of Regulation S-K requires an opinion of counsel as to tax matters for registered offerings where th e tax consequences are material to an
investor and a representation as to tax c onsequences is set forth in the filing.

MediciNova, Inc.
Avigen, Inc.  November 9, 2009 Page 4
The tax opinion must address and express a firm conclusion for each material federal income tax consequence.  Acco rdingly, please revise your tax opinion
to affirmatively state that the legal conclusions containe d in the material
federal income tax consequences section of the prospectus constitute your opinion rather than “summaries of Un ited States federal income tax law.”
The opinion will need to be executed a nd delivered to the company prior to
effectiveness and filed as  an exhibit to the S-4.

Exhibit 8.2 – Form of Cooley Opinion

10. Item 601(b)(8) of Regulation S-K requires an opinion of counsel as to tax
matters for registered offerings where th e tax consequences are material to an
investor and a representation as to tax c onsequences is set forth in the filing.
The tax opinion must address and express a firm conclusion for each material
federal income tax consequence.  Acco rdingly, please revise your tax opinion
to affirmatively state that the legal conclusions containe d in the material
federal income tax consequences section of the prospectus constitute your
opinion. The opinion will need to be ex ecuted and delivered to the company
prior to effectiveness and file d as an exhibit to the S-4.

* * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

MediciNova, Inc.
Avigen, Inc.  November 9, 2009 Page 5  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Nandini Ac harya at (202) 551-3495, Dani el Greenspan at (202)
551- 3623 or me at (202) 551-3715 with any questions.          S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r     cc: David E. Shulman, Esq.
Dechert LLP 1775 I Street, N.W. Washington, DC 20006
 cc: Brett D. White, Esq.  Cooley Godward Kronish LLP  Five Palo Alto Square  3000 El Camino Real  Palo Alto, CA 94306

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

CORRESP
1
filename1.htm

Letter to the SEC from the Company

 [Letterhead of MediciNova, Inc.]

 August 18, 2006

 Via Edgar and Federal Express

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Jeffrey P. Riedler, Assistant Director

Re:
MediciNova, Inc. (the “Company”)

 Amendment No. 1 to Schedule 14A

File
No. 0-51133

 Ladies and Gentlemen:

 Pursuant to the letter from Mr. Riedler dated August 15, 2006 to Dr. Yuichi Iwaki, Chief Executive Officer of the Company, regarding the Preliminary Proxy
Statement on Schedule 14A (the “Proxy Statement”) filed by the Company on August 9, 2006, the Company acknowledges the following with regard to the filing of the Proxy Statement and any amendments thereto:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the commission from taking any action with respect to the Proxy Statement; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the commission or any person under the federal securities laws of the United States.

 Please do not hesitate to the undersigned, at (858) 373-1500, with any questions regarding this matter.

Very truly yours,

 /s/ Shintaro Asako

Shintaro Asako,

Vice President, Accounting and Administration

cc:
Yuichi Iwaki, M.D., Ph.D.

 Mr. Gregory S. Belliston

CORRESP
1
filename1.htm

Securities and Exchange Commission Letter

 501 W. Broadway

 Suite 1100

 San Diego, CA 92101-3575

 Tel 619.234.5000

 Fax 619.236.1995

 www.pillsburylaw.com

 August 18, 2006

 David R. Snyder

 Phone: 619.544.3369

 dave.snyder@pillsburylaw.com

 Via Edgar and Federal Express

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Jeffrey P. Riedler, Assistant Director

Re:

MediciNova, Inc.

Amendment No. 1 to Schedule 14A

File No. 0-51133

 Ladies and Gentlemen:

 At the request of MediciNova, Inc. (the “Company”), we are submitting the following response to the comment in the letter from Mr. Riedler dated
August 15, 2006 to Dr. Yuichi Iwaki, Chief Executive Officer of the Company (the “Comment Letter”). Courtesy copies of Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy
Statement”), marked to show changes from the Preliminary Proxy Statement on Schedule 14A as filed on August 9, 2006, are enclosed for the convenience of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”). Please note that the numbered item below corresponds to the number of the comment set forth in the Comment Letter and references herein to page numbers are to page numbers of the marked copies of the
Proxy Statement unless the context suggests otherwise.

 Proposal to Amend the Certificate of Incorporation to Give Effect To a Reverse Stock Split of
the Common Stock of the Company, page 4

 1. Upon further consideration, the Company has decided that it would be in the best interests of the Company
and its stockholders to reduce proportionately the number of authorized shares of common stock and preferred stock of the Company, based on the ratio of the reverse stock split selected by the Company’s Board of Directors. Accordingly, the
Company will no longer have a resulting increase in the number of available shares of its authorized stock. The Company has revised the disclosure throughout the Proxy Statement to reflect this change in the proposal to the stockholders of the
Company.

 U.S. Securities and Exchange Commission

 August 18, 2006

 Page 2

 As requested, in connection
with this response to your Comment Letter, the Company is providing to the Commission a separate statement, in writing, acknowledging that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Proxy Statement; and

•

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please do not hesitate to contact Jason Stirling, at (858) 847-4116, or the undersigned, at (619) 544-3369, with any questions
regarding our response to your comment. We look forward to receiving any further comments you may have.

 Very truly yours,

 /s/ David R. Snyder

David R. Snyder

 Enclosures

cc:

Yuichi Iwaki, M.D., Ph.D.

Mr. Gregory S. Belliston

 Pillsbury Winthrop Shaw Pittman LLP

Mail Stop 6010

        August 15, 2006

Yuichi Iwaki, 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.
  Schedule 14A
  Filed August 9, 2006
  File No. 0-51133

Dear Dr. Iwaki:

 We have limited our review of your filing to those issues we have addressed in
our 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 information so we may better understand your disclosure.  After reviewing this information, we may 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Proposal To Amend the Certificate of Incorporation To Give Effect To a Reverse Stock
Split of the Common Stock of the Company, page 4

1. Since “[t]here will be no change in the number of shares of authorized capital stock as a result of the Reverse Stock Split,” it appears the reverse split will free up some of your authorized shares.  Please disclose whether or not you currently have any plans to issue any of the shares that would be freed up through this proposal.  If you have any such plans, please describe the plans and state how many shares will be issued pursuant to each such plan.

Yuichi Iwaki, M.D., Ph.D.
MediciNova, Inc. August 15, 2006 Page 2
* * *

 As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with a marked copy of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

Yuichi Iwaki, M.D., Ph.D.
MediciNova, Inc. August 15, 2006 Page 3

cc: David R. Snyder, Esq.
 Pillsbury Winthrop Shaw Pittman LLP
 101 West Broadway
 San Diego, California 92101-4700

CORRESP
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filename1.htm

Acceleration Request

 MEDICINOVA, INC.

 4350 La Jolla Village Drive, Suite 950

 San Diego, California 92122

 (858) 373-1500

 January 25, 2005

 VIA EDGAR AND FACSIMILE

 Song
Brandon

 Securities and Exchange Commission

 Division of
Corporation Finance

 450 Fifth Street, N.W.

 Mail Stop 03-09

 Washington, D.C. 20549

Re:
MediciNova, Inc.

Registration Statements on Form S-1 and Form 8-A

File No. 333-119433

 Dear Ms. Brandon,

 Pursuant to
Rule 461 promulgated under the Securities Act of 1933, MediciNova, Inc. (the “Registrant”) hereby requests that the effective date of its Registration Statements on Form S-1 (File No. 333-119433) and Form 8-A (collectively, the
“Registration Statements”) be accelerated so that the same will become effective at 9:00 a.m., Eastern time, on January 28, 2005 or as soon thereafter as practicable as the U.S. Securities and Exchange Commission (the
“Commission”) may determine.

 Pursuant to your
letter dated October 28, 2004 to the Registrant, the Registrant acknowledges the following in connection with this acceleration request:

·
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to
the filing;

·
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

·
the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please confirm that the Registration Statements
have been declared effective by telephoning James E. Basta at (858) 509-4020.

 Thank you for your attention to this matter.

 Very truly yours,

MediciNova, Inc.

By:

/S/ TAKASHI KIYOIZUMI

Name: Takashi Kiyoizumi, M.D., Ph.D.

Title:   President and Chief Executive Officer

 2

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0309	December 14, 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.
	Amendment No. 1 to the 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

Management`s Discussion and Analysis of Financial Condition, Page
28

Research and Development Expense, page 31

1. Please refer to your response to comment 41.  The intent of our
comment was to obtain more disaggregated research and development
expense disclosure than what you have included in your amended S-
1.
For each product candidate please disclose the research and
development costs incurred to date and for each income period
presented.

Liquidity and Capital Resources, page 35

2. We note from the additional disclosure on page 35 in response
to
comment 45 and the disclosure in Note 5 to the financial
statements
that your future potential milestones payments are significant.
Please disclose an estimate of the timing of amounts to be paid.

License and Master Services Agreement, page 40
3. We note your response to comment 56 and reissue the comment.
Please note that we do not generally grant confidential treatment
for
redaction of individual milestone/royalty payments in connection
with
license agreements as we consider such information material to
investors.  However, we have as an exception permitted redaction
of
such individual amounts if the registrant discloses the aggregate
milestone and/or royalty payments that you intend to pay or be
paid
under each agreement in the Form S-1. You will also need to
disclose
the amount you have paid to date as well as received to date under
each agreement. Please revise your disclosure or advise us.
Additionally, if you believe that the aggregate amount of these
payments is not material to you, please provide us with the facts
your belief is based on.
4. In addition, please note we are currently reviewing your
application for confidential treatment.  Any comments we may have
on
the application will be issued in a separate letter.

Financial Statements and Related Footnotes, page F-1

Note 1.  The Company, Basis of Presentation and Summary of
Significant Accounting Policies

Revenue Recognition, page F-9

5. Please disclose the significant terms of your development
management agreements with Asahi Kasei Pharma Corporation and
Argenes
Inc.

Note 6.  Redeemable Convertible Preferred Stock and Stockholders`
Equity

6. We note your response to comment 73.  Please provide the
following:

* Clarify why the fair value of the underlying common stock used
to
calculate the deemed dividend and the stock-based compensation
related to the founders` warrants was 90% of the estimated low end
of
the IPO price.
* Disclose specifically what factors, assumptions, and methodology
were used in estimating the fair value.
* Discuss each significant factor contributing to the difference
between the fair value and (1) the estimated IPO price, or (2) the
fair value as determined by that valuation (if a contemporaneous
valuation was made).
* Clarify in the filing if the valuation used was contemporaneous
or
retrospective.

Founders` Common Stock and Warrant, page F-16

7. We note in your disclosure that you recorded additional stock-
based compensation of $19,405,950 and $14,663,966 during the nine
months ended September 30, 2004.  The sum of the two amounts does
not
agree to the total amount you disclose of $31,264,677.  Please
revise
your disclosure to reconcile these amounts.

*	*	*

      File a pre-effective amendment in response to these
comments.
Provide a letter keying your responses to the comments, and
provide
any requested supplemental information.  If you believe complying
with these comments is not appropriate, tell us why in your
letter.
The response letter should be uploaded to EDGAR, with the form
type
label "CORRESP" and linked to the registration statement file
number.
We may have comments after reviewing revised materials and your
responses.

      Submit your request for acceleration at least two business
days
prior to the requested effective date.

      You may contact Dana Hartz at (202) 942-2976 or Mary Mast
(202)
942-1858 if you have questions regarding comments on the financial
statements and related matters.  Please contact Song Brandon at
(202)
942-2831 or John Krug at (202) 942-2979 with any other questions.
								Sincerely,

								Jeffrey Riedler
									Assistant Director

cc:  	Babak Yaghmaie, Esq.
	Pillsbury Winthrop LLP
	1540 Broadway
	New York, NY  10036

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1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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.

4