AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ( Agreement ) is made and entered into as of

AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ( Agreement ) is made and entered into as

of January 6, 2017 ( Execution Date ), by and between MANNKIND CORPORATION, a Delaware corporation ( Seller ), and REXFORD INDUSTRIAL REALTY, L.P., a Maryland limited partnership

A. Seller owns those certain parcels of land located at 28901-03 N. Avenue Paine, in

the City of Valencia ( City ), County of Los Angeles ( County ), State of California ( State ) as more particularly described on Exhibit A attached hereto (the

B. Seller desires to sell and convey to Buyer and Buyer desires to purchase and acquire from

Seller the following:

i. The Land containing 11.41 acres and all of Seller s interest in all rights, privileges,

easements and appurtenances benefiting the Land and/or the Improvements, including, without limitation, Seller s interest, if any, in all mineral and water rights and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the Improvements and all such rights, privileges, easements and

appurtenances are sometimes collectively hereinafter referred to as the Real Property ). The Land is comprised of five (5) separate parcels (each, a Parcel and collectively, the Parcels )

with the following acreages:

3271-026-067 ( Parcel 1 );

(b) 1.10 acres, APN 3271-026-018

3271-026-019 ( Parcel 3 );

(d) 1.77 acres, APN 3271-026-020

3271-026-021 ( Parcel 5 );

ii. All buildings, fixtures and other improvements owned by Seller and located on the Land, including without limitation a

freestanding building consisting of approximately 146,000 square feet located on Parcel 1 (collectively, the Improvements );

iii. All right, title and interest of Seller in and to the Assumed Contracts (as defined below);

iv. All personal property, Equipment (as defined below), supplies and fixtures (collectively, the Personal

Property ) owned by Seller and used in the operation of, and located at, the Real Property, except for the items identified on Exhibit B attached hereto and made a part hereof as EXCLUDED ITEMS (the

Excluded Items ). As used herein, the term Equipment shall mean, collectively, all machinery and equipment on the Real Property as inspected by Buyer s agent on December 6, 2016, including without

limitation, all accessories and attachments, controls, components, spare parts and all computers for the operation of the machinery, equipment and building systems (with all software intact for operation) identified on Exhibit B

attached hereto, except for the Excluded Items; and

v. To the extent assignable, all of Seller s interest in any intangible

property rights in connection with the foregoing, including without limitation, all contract rights, warranties, guaranties, licenses, permits, entitlements, governmental approvals and certificates of occupancy which benefit the Real Property, the

Improvements, and/or the Personal Property, as well as all plans, specifications, and AutoCad files (the Intangible Personal Property ). The Real Property, the Improvements, the Personal Property, the Assumed Contracts, and the

Intangible Personal Property are sometimes collectively hereinafter referred to as the Property.

NOW, THEREFORE, incorporating the foregoing recitals, and in consideration of the mutual covenants and agreements

contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Buyer agree that the terms and conditions of this Agreement and the instructions to Commerce Escrow Company

( Escrow Holder ), with regard to the escrow ( Escrow ) created pursuant hereto are as follows:

1. Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from

Seller, upon the terms and conditions set forth in this Agreement.

2. Purchase Price. The Purchase Price

shall be paid in accordance with the terms of Paragraph 3 below. Notwithstanding anything in this Agreement to the contrary, Buyer shall have the right, in its sole discretion, to allocate the Purchase Price with regard to the value of

each Parcel at Closing (as defined below) or in connection with the assignment of this Agreement pursuant to Paragraph 19 hereof. Prior to the Closing Date, Buyer and Seller shall mutually agree upon the allocation of the Purchase

Price with regard to the value of the Real Property and the Personal Property.

3. Payment of Purchase Price. The Purchase Price for the Property

shall be paid by Buyer as set forth below in this Paragraph 3.

3.1 Deposit. Within two

(2) business days after the Opening of Escrow, Buyer shall deposit or cause to be deposited with Escrow Holder the Deposit. Escrow Holder shall immediately invest the Deposit in a federally-insured, interest-bearing account reasonably

satisfactory to Buyer. If this Agreement has not been previously terminated by Buyer by delivery to Seller and Escrow Holder of a written notice of termination in accordance with the terms hereof prior to 5:00 p.m. Pacific time on the Contingency

Date, then on or before 5:00 p.m. Pacific time on the Contingency Date, the Deposit shall not be refundable unless (i) the transaction contemplated by this Agreement is not consummated as the result of Seller s default or due to failure of

any condition precedent to Close of Escrow for the benefit of Buyer, or (ii) pursuant to any other provision of this Agreement which expressly provides for refund of the Deposit to Buyer. Upon the Close of Escrow (as defined below in

Paragraph 4.2), the Deposit shall be credited toward payment of the Purchase Price. Notwithstanding any provision set forth in this Agreement, One Hundred Dollars ($100.00) of the Deposit shall be

non-refundable in all events (other than Seller s default) and shall be paid to Seller in the event that this Agreement is terminated (other than due to Seller s default) at any time prior to the

Close of Escrow (the Independent Consideration ). The Independent Consideration shall be applicable to the Purchase Price at Closing.

3.2 Cash Balance. Not less than one (1) business day prior to the Closing Date, Buyer shall deposit or cause

to be deposited, with Escrow Holder, in immediately available funds, the balance of the Purchase Price (i.e., the Purchase Price less the Deposit), and such other funds as may be necessary in accordance with the terms hereof to pay for

Buyer s share of closing costs and charges set forth in Paragraph 10 below and Buyer s share of prorations set forth on the Proration and Expense Schedule (as defined below in Paragraph 11) payable pursuant to

4.1 Opening of Escrow. For the purposes of this Agreement, the Escrow shall be deemed opened ( Opening of

Escrow ) on the date Escrow Holder receives an original of this Agreement fully executed by Buyer and Seller, which shall occur no later than two (2) business days after this Agreement is executed and delivered by the parties. Escrow

Holder shall promptly notify Buyer and Seller in writing of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary supplemental escrow instructions or other instruments reasonably required by

Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or

inconsistency between the terms of such instruments and the terms of this Agreement, then the terms of this Agreement shall control. Pursuant to Section 6045 of the Internal Revenue Code of 1986, as amended, Escrow Holder shall be designated

the closing agent hereunder and shall be solely responsible for complying with the Tax Reform Act of 1986, as amended, with regard to reporting all settlement information to the Internal Revenue Service.

4.2 Close of Escrow. For purposes of this Agreement, the

Close of Escrow or the Closing shall be the date that the Deed (as defined below in Paragraph 9.1.1) is recorded in the Official Records of the County (the Official Records );

provided that Buyer may request a gap closing, and if so requested then Seller shall reasonably cooperate and provide the Title Company and Escrow Holder with such commercially reasonable documents as are customarily required from a seller for a gap

closing, and the Close of Escrow shall be deemed to be the date of such gap closing, notwithstanding that the actual recordation of the Deed may occur subsequently. Unless changed in writing by Buyer and Seller, the Close of

Escrow shall occur on the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, Seller shall have the right (but not the obligation), at Seller s sole election, to extend the Closing Date up to a maximum of ten

(10) additional business days if the condition set forth in Paragraph 7.4 is not timely satisfied by delivering written notice of such election to extend to Buyer and Escrow Holder at least ten (10) days prior to the then

scheduled Closing Date.

5. Condition of Title. Title to the Property shall be conveyed to Buyer by the Deed

subject to the following conditions of title to the extent approved by Buyer after Buyer s review of same during the Contingency Period (collectively, the Approved Title Conditions ).

5.1 Taxes. A lien to secure payment of real estate taxes not delinquent and a lien for any assessments not yet

5.2 Approved Matters. Matters affecting the Property created by or with the written consent

5.3 Additional Matters. Exceptions that are disclosed by the Report (as defined below in

Paragraph 7.1) and that are approved or deemed approved by Buyer in accordance with the terms of Paragraph 7.1.

5.4 Survey Matters. All matters that would be revealed or disclosed in an accurate survey or inspection of the

5.5 Laws. All governmental laws, ordinances, rules and regulations affecting the Property.

6. Buyer s Title Insurance. At the Close of Escrow, the Title Company shall issue to Buyer its standard

Owner s Policy of Title Insurance ( Title Policy ) in the amount of the Purchase Price showing title to the Property vested in Buyer and subject to the Approved Title Conditions. Buyer shall have the right, at its sole expense

(as to the difference between the cost of standard and extended coverage) , to request and obtain an ALTA extended coverage policy of title insurance and any binder(s), and if so requested then the term Title Policy shall mean such

extended coverage Owner s Policy of Title Insurance and such binder(s), and such additional coverage(s) shall be a condition precedent to Buyer s obligation to close this transaction so long as Buyer timely complies with the Title

Company s requirements for such additional coverage(s), but the additional coverage(s) shall not otherwise excuse or delay any of Buyer s obligations under this Agreement. Buyer shall have sole responsibility for obtaining, and bearing the

cost of, any survey required by the Title Company. Seller will promptly provide Buyer with a copy of any existing survey in Seller s possession or control in order to facilitate and expedite Buyer obtaining a new or updated survey.

7. Conditions Precedent to the Close of Escrow for the Benefit

of Buyer. The Close of Escrow and Buyer s obligation to consummate the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent for

Buyer s benefit by the dates designated below:

7.1.1 Buyer shall have approved the legal description of the Land and any matters of title disclosed by the following

documents (collectively, the Title Documents ) prepared and delivered to Buyer by Chicago Title Company (the Title Company ): (a) a standard preliminary title report prepared and issued by the Title

Company with respect to the Real Property (the Report ); (b) legible and complete copies of all recorded documents referred to in the Report; and (c) to the extent in Seller s possession or control, Seller s

most current copy of an ALTA survey of the Real Property. Seller shall cause Title Company to deliver to Buyer the Title Documents within three (3) days after the Opening of Escrow. Buyer shall have until 5:00 p.m. Pacific time on the

Contingency Date to deliver to Seller written notice ( Buyer s Title Notice ) of Buyer s disapproval or conditional approval of any matters shown in or disclosed by the Title Documents. Buyer s failure to timely

deliver Buyer s Title Notice shall be deemed to constitute Buyer s approval of all matters of title shown or disclosed in the Report. If Buyer timely delivers to Seller Buyer s Title Notice, then Seller shall have the right, but not

the obligation, to indicate which matters, if any, identified in Buyer s Title Notice will be satisfied or cured by the Closing Date by delivering written notice thereof to Buyer ( Seller s Title Notice ) within two

(2) business days after Seller s receipt of Buyer s Title Notice; Seller s Title Notice, if any, must explain with reasonable specificity the manner in which Seller intends to cure the disapproved item (e.g., by obtaining and

recording necessary documents to remove the matter of record, by purchasing endorsement coverage, etc.). Seller s failure to deliver Seller s Title Notice shall be deemed to constitute Seller s election not to satisfy or cure any of

the matters set forth in Buyer s Title Notice. If Seller delivers Seller s Title Notice (or deemed notice) to Buyer, Buyer shall have until five (5) business days following receipt of Seller s Title Notice ( Buyer s

Response Date ) to deliver written notice to Seller ( Buyer s Response Notice ) either (y) approving Seller s Title Notice (or deemed notice), in which case Seller shall satisfy or cure, as applicable, the

matters set forth in Seller s Title Notice in the manner set forth therein, if applicable, and the matters set forth in Buyer s Title Notice which are not addressed in Seller s Title Notice shall be deemed to constitute Approved Title

Conditions, or (z) disapproving Seller s Title Notice (or deemed notice), in which case this Agreement shall terminate, Escrow Holder shall promptly refund the Deposit (less one-half of any title and

escrow cancellation charges) and neither party hereunder shall have any further obligations or liabilities under this Agreement, except as specifically set forth herein. If Seller in its sole discretion elects to cure any matters set forth in

Buyer s Title Notice in the manner described in Seller s Title Notice and as reasonably approved by Buyer, then Seller shall have until the Closing Date to use commercially reasonable efforts to do so, provided failure to accomplish the

cure despite such efforts shall in no way be deemed a default by Seller hereunder. If such cure cannot be accomplished within such time, and Buyer has not waived its objections by the Closing Date, this Agreement shall terminate, the Deposit shall

be returned to Buyer and neither