EX-10.1



 Exhibit 10.1 
  





 
 ENGAGEMENT AGREEMENT 

April 1, 2014 
 Dr. Yuichi Iwaki 

Chief Executive Officer 
 MediciNova, Inc. 

4275 Executive Square, Suite 650 
 San Diego, CA 92037

 Dear Dr. Iwaki, 
 This agreement (together
with all attachments hereto, the “Agreement”) is made effective April 8, 2014 and confirms the engagement of van den Boom & Associates, LLC (“we” or “van den Boom”) to assist MediciNova, Inc.
(“MediciNova”, “the Company” or “management”) with general accounting services. 
 Services: 

The objective of van den Boom’s services is to assist MediciNova’s management with general accounting services. Services to be provided include
but are not limited to: 
  

	 	 •
	 	 Provide an Chief Financial Officer level resource to assist with Finance Department oversight including, but not limited to, reviewing accounting records,
coordinating and assisting auditors, budgeting, treasury, Sarbanes Oxley oversight and drafting and reviewing financial statements 


  

	 	 •
	 	 Provide an Accounting Manager/Controller level resource to assist with day-to-day accounting functions including, but not limited to, preparing and reviewing
accounting records, drafting financial statements, coordinating and assisting auditors 


 Project team: 

The bios of the associates we are proposing to assist MediciNova are included in Attachment A. Although we do not anticipate changes to this team, we do
reserve the right to replace a consultant with an equally qualified consultant, if necessary. We do not anticipate that each of these consultants will be assigned to this project on a full time basis. 

Fees and Billing: 
 Van den Boom will bill
MediciNova based on work performed at the following rates: 
  

			
	 Accounting Manager Resource
	  	 $135/hr

	 Controller Resource
	  	 $150/hr

	 CFO Resource
	  	 $225/hr


  

			
	 van den Boom & Associates, LLC
	  	
	 3525 Del Mar Heights Rd. #316
	  	esther@vandenboomassociates.com
	 San Diego, CA 92130
	  	(619) 665.2478 phone








  

In the event of an audit, investigation, or other proceeding, relating to MediciNova’s business records by a third party, van den Boom will use
commercially reasonable efforts to assist MediciNova, at its then prevailing hourly rates. 
 No Solicitation for Employment: 

MediciNova recognizes that during the course of business, MediciNova will come in contact with van den Boom employees and contractors
(“staff”). MediciNova further recognizes and agrees that van den Boom has made a considerable investment in its staff. Therefore, during the term of this agreement and for a period of six months thereafter, MediciNova shall not solicit the
employment, employ, engage as a consultant, or engage in any other capacity, the services of any person who is then or was within the immediate preceding six months a staff of van den Boom. In addition to other remedies available in law or in
equity, MediciNova agrees that for each individual employed or engaged by MediciNova in violation of this Agreement, MediciNova shall pay to van den Boom liquidated damages of an amount equal to 50% of the Van den Boom staffs’ annual salary or
compensation. 
 Permission to Use Logo or Registered Mark: 

MediciNova by and through its undersigned authorized representative, hereby gives permission for van den Boom to publish and/or use its company logo or
registered mark and/or company name for reasonable purposes connected with the business of van den Boom on behalf of the Company. It is also understood that van den Boom may use said logo or mark and/or name as a reference for advertising relating
to van den Boom’s services and portfolio of clients. The Company hereby releases van den Boom from all liability relating to the publication or use of the logo/mark and/or the company’s name. 

Confidentiality: 
 Van den Boom agrees to
maintain in confidence and not disclose or use any proprietary information or know-how belonging to MediciNova. 
 Termination: 

The term of this agreement is intended to be through March 31, 2015 at which time a new engagement agreement must be executed. Either party may
terminate the services arrangement between van den Boom and MediciNova (i) upon 30 days advance written notice to the other party or (ii) immediately upon a material breach of this Agreement by the other party and a failure by the other
party to cure such breach within 10 days of written notice thereof by the non-breaching party to the breaching party. Upon any termination of the services or this Agreement, the Company shall pay van den Boom for all work-in-progress, services
already performed and expenses incurred by us up to and including the effective date of such termination. 
 To the extent that van den Boom agrees to
perform services for a subsequent fiscal year, the terms and conditions set forth in this Agreement shall apply to the performance of such services, except as specifically modified, amended or supplemented in writing by the parties. Changes in the
scope of the services and estimated fees for such services in subsequent fiscal years will be communicated in supplemental agreements. 

  

			
	 van den Boom & Associates, LLC
	  	
	 3525 Del Mar Heights Rd. #316
	  	esther@vandenboomassociates.com
	 San Diego, CA 92130
	  	(619) 665-2478 phone









  

Indemnification: 
 MediciNova shall indemnify
and hold harmless van den Boom and its officers, directors, shareholders, partners, members, managers, agents, employees and affiliates from any and all claims, costs, expenses or liabilities, including, but not limited to, attorneys’ fees,
arising from or in any manner connected with any and all acts performed by van den Boom on behalf of MediciNova pursuant to the terms of this engagement agreement and for any acts or decisions made in good faith while performing services for
MediciNova pursuant to this engagement agreement; provided, however, that van den Boom shall not be entitled to indemnity for any claims related to gross negligence or misconduct on the part of van den Boom and its officers, directors, shareholders,
partners, members, managers, agents, employees and affiliates. 
 Van den Boom appreciates the opportunity to be of assistance to the Company. If this
Agreement accurately reflects the terms on which the Company has agreed to engage van den Boom, please sign below on behalf of the Company and return it to Esther van den Boom, 3525 Del Mar Heights Rd. #316, San Diego, CA 92130. 

 

			
	 Very truly yours,

	
	 /s/ Esther van den Boom

 

	 Esther van den Boom

	 Owner, van den Boom & Associates LLC

	
	 Agreed to and accepted on behalf of:

MediciNova, Inc.

		
	 By:
	 	 /s/ Yuichi Iwaki

	 Dr. Yuichi Iwaki

	 Chief Executive Officer



  

			
	 van den Boom & Associates, LLC
	  	
	 3525 Del Mar Heights Rd. #316
	  	esther@vandenboomassociates.com
	 San Diego, CA 92130
	  	(619) 665-2478 phone









  

ATTACHMENT A 
 Esther van den Boom, CPA - CFO

 Esther van den Boom brings over thirteen years of accounting and auditing experience to van den Boom & Associates, including most
recently having worked with Ernst & Young LLP as a Senior Manager in their San Diego office’s audit practice. Esther has extensive experience working with public companies both in the biotechnology and technology industries assisting
them with complex accounting and auditing matters such as revenue recognition, product launches, debt and equity transactions, complex valuations and implementation of SOX 404. During her tenure with Ernst & Young LLP, Esther gained
significant experience with SEC filings and registration statements including initial public offerings, secondary offering, and debt offerings. In addition to extensive public company experience, Esther has worked closely with many early stage,
venture backed companies, including working with several through their successful transition to a public company. Prior to joining Ernst & Young’s audit practice, Esther worked with Ernst & Young’s internal audit practice
where she assisted clients with their SOX 404 implementations, including process documentation, identifying and designing key controls, and test and remediation. Before working in public accounting, Esther worked as Manager of Accounting with ULR.
Esther received a B.A. in Economics from University of California, San Diego and a M.S. in Accountancy from San Diego State University and is a licensed CPA. 

John O’Neil, CPA - Controller 
 John
O’Neil is a licensed CPA in the state of California with six years of accounting and auditing experience. Most recently, John worked with Ernst & Young LLP (E&Y) as a Senior in the San Diego assurance practice where he performed
risk assessment, planning, and management of financial statement audits. His clients ranged in size from closely held, venture capital backed start-up companies to billion dollar SEC registrants. John served a variety of industries with clients in
the technology, biotechnology, real estate and software industries. He has experience with the IPO process through his involvement on two successful IPOs. During his time at E&Y, he evaluated compliance with Sarbanes-Oxley Section 404
including review of process documentation, test of control effectiveness and evaluation of deficiencies. Prior to his employment with E&Y, John worked for a local tax accounting firm in San Diego. He was responsible for the preparation of
corporate, partnership and personal income tax returns and the organization of client data for workpaper documentation. John received a Bachelor’s degree in Accountancy from the University of San Diego. 

Amber Wilson, CPA 
 Amber recently joined van
den Boom after beginning her career with Ernst & Young LLP in the San Diego office’s audit practice where she was responsible for performing risk assessments, audit planning, and performing financial statement audits as well as all
aspects of audits of internal controls over financial reporting including review of process documentation, evaluating the design and operating effectiveness of internal controls over financial reporting, and assessing control deficiencies. Amber
served a variety companies including those in the medical device, defense, and technology industries. Her clients ranged in size from small private companies to billion dollar SEC registrants. Amber received a Bachelor’s degree in Business
Economics and a minor in Accounting from the University of California, Los Angeles and is a licensed CPA. 

  

			
	 van den Boom & Associates, LLC
	  	
	 3525 Del Mar Heights Rd. #316
	  	esther@vandenboomassociates.com
	 San Diego, CA 92130
	  	(619) 665-2478 phone