Form of Common Stock Certificate



 EXHIBIT 4.1 
  

FORM OF STOCK CERTIFICATE 
  

			
	 NUMBER
 CS
	 	 COMMON STOCK
 SHARES

		
	THIS CERTIFICATE IS TRANSFERABLE	 	SEE REVERSE FOR CERTAIN DESIGNATIONS AND A
	IN
[                                        
                            ].	 	STATEMENT AS TO THE RIGHTS, PREFERENCES
	 	 	PRIVILEGES AND RESTRICTIONS OF SHARES

  
 MediciNova, Inc.

  
 CUSIP
[                    ] 
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  
 THIS CERTIFIES THAT 
  
 IS THE OWNER OF 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF 
  
 MediciNova, Inc. 
  
 transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
  

							
	 COUNTERSIGNED AND REGISTERED:
	 	 
			
	 	 	[_________________________________________]	 	 
	 	 	 	 	 TRANSFER AGENT
 AND REGISTRAR
	 	 
			
	 	 	 BY
	 	 
	 	 	 	 	 AUTHORIZED SIGNATURE



  
 WITNESS the facsimile seal of
the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  
 MediciNova, Inc. 
 Corporate Seal 
  

					
			
	  	 	 	 	  
	 SECRETARY
	 	 	 	 PRESIDENT


  









 A statement of the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights, as established, from time to time, by the Certificate of Incorporation of the Corporation and by any
certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation at the principal office
of the Corporation. 
  
 The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

													
	 TEN COM
	  	-	  	as tenants in common	  	UNIF GIFT MIN ACT—	  	______	  	Custodian	  	______
	TEN ENT	  	-	  	as tenants by the entireties	  	 	  	(CUST)	  	 	  	(Minor)
	JT TEN	  	-	  	as joint tenants with right of	  	 	  	under Uniform Gifts to Minors
	 	  	 	  	survivorship and not as tenants	  	 	  	Act __________________
	 	  	 	  	in common	  	 	  	 	  	(State)	  	 
	 	  	 	  	 	  	UNIF TRF MIN ACT—	  	____ Custodian (until age___)
	 	  	 	  	 	  	 	  	(Cust)	  	 	  	 
	 	  	 	  	 	  	 	  	____under Uniform Transfers
	 	  	 	  	 	  	 	  	(Minor)	  	 	  	 
	 	  	 	  	 	  	 	  	to Minors Act ___________
	 	  	 	  	 	  	 	  	 	  	 (State)
	  	 

  
 Additional
abbreviations may also be used though not in the above list. 
  
 FOR VALUE
RECEIVED,
                                        
                             hereby sell, assign and transfer unto 
  

	
	PLEASE INSERT SOCIAL SECURITY OR OTHER
	IDENTIFYING NUMBER OF ASSIGNEE
	
	                                      
                                        
                         

  
  
  
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 (PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  

			
	                                       
                                        
                                        
                                        
                                     
	 	Shares

  
 of the common stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint
                                     Attorney to transfer the
said stock on the books of the within named Corporation with full power of substitution in the premises. 
  
 Dated                      
  

			
		
	 	 	                                      
                                        
                         
	 NOTICE:
	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.


  

			
	 Signature(s) Guaranteed

		
	By	 	                                      
                                        
                 

  
 THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION 
 (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS 
 WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), 
 PURSUANT TO S.E.C. RULE 17Ad-15.