EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this Agreement ) dated as of

EXCHANGE AGREEMENT (this Agreement ) dated as of April 18, 2017, is by and among MannKind Corporation, a Delaware corporation (the Borrower ), MannKind LLC, a Delaware limited liability company

( Guarantor ), Deerfield Private Design Fund II, L.P. ( DPDF ) and Deerfield Private Design International II, L.P. ( DPDI and, together with DPDF, the Purchasers ). Capitalized

terms used herein which are defined in the Facility Agreement (as defined below), unless otherwise defined herein, shall have the meanings ascribed to them in the Facility Agreement.

Borrower and the Purchasers have entered into that certain Facility Agreement, dated as of July 1, 2013, as amended by the First Amendment to Facility Agreement and Registration Rights Agreement dated as of February 28, 2014, and the

Second Amendment to Facility Agreement dated as of August 11, 2014 (as the same may be further amended, modified, restated or otherwise supplemented from time to time, the Facility Agreement ).

B. The Facility Agreement provides for the issuance of Notes in 4 Tranches of $40 million per Tranche. Prior to the date hereof, the

Purchasers have purchased the Tranche 1 Notes, the Tranche 2 Notes, the Tranche 3 Notes and the Tranche 4 Notes in the aggregate principal amount of $40 million per Tranche.

C. Prior to the date hereof, the Purchasers have converted $20 million in principal amount of the Tranche 1 Notes and all of the Tranche

2 Notes and the Tranche 3 Notes into Common Stock, the Tranche 1 Notes have been amended and restated (and are hereinafter referred to as the Amended and Restated Notes), and the Borrower has repaid $5 million in principal amount of the Amended

and Restated Notes, leaving $15 million in principal amount of the Amended and Restated Notes and $40 million in principal amount of the Tranche 4 Notes outstanding.

D. The Facility Agreement also provides for the issuance of Tranche B Notes. An aggregate of $20 million in principal amount of Tranche B

Notes has been issued to the Purchasers and all $20 million in principal amount of the Tranche B Notes are currently outstanding.

The Exchange (as defined below) is being effectuated as part of and pursuant to a Plan of Recapitalization and Reorganization of the Borrower described in Section 368(a)(1)(E) of the Code.

F. Pursuant to this Agreement, the Borrower shall repay an aggregate of $4 million in principal amount of the Notes in cash, and an

aggregate of $6 million in principal amount of the Notes shall be exchanged for the issuance of 2,431,304 shares of Common Stock to DPDF (the DPDF Shares ), and 2,786,087 shares of Common Stock to DPDI (the DPDI

Shares and, together with the DPDF Shares, the Exchange Shares ); and

NOW, THEREFORE, in consideration

of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

REPAYMENT AND EXCHANGE

Section 2.01. Repayment. No later than 4:00 p.m., New York City time, on April 18, 2017, the Borrower shall pay, by wire

transfer of immediately available funds to an account or accounts specified by the Purchasers, an aggregate of $4 million, which shall constitute the repayment of $1,864,000 million in principal amount of DPDF s Tranche B Note and

$2,136,000 in principal amount of DPDI s Tranche B Note (the Repayment ), each such repayment to be applied against, and reduce, the principal amount of each Purchaser s Tranche B Note that the Borrower would, but for the

consummation of the transactions contemplated by this Article II, be obligated to repay on May 8, 2017. In the event that the Borrower fails to make such payment in full by such deadline, each Purchaser shall have the right to rescind and

terminate any or all of this Agreement and the transactions contemplated hereby and/or to exercise any and all other rights and remedies available at law or in equity.

Section 2.02. Exchange. Subject to the terms and conditions hereof, each Purchaser hereby agrees to exchange a portion of the

principal amount of such Purchaser s Notes for the issuance by the Borrower to such Purchaser of the applicable Exchange Shares (the Exchange ), as follows:

(a) Issuance of Shares. Pursuant to the Exchange, which shall be deemed effective and consummated on the date hereof (immediately

following the execution and delivery of this Agreement of all parties hereto), (i) the Borrower shall issue the DPDF Shares to DPDF and the DPDI Shares to DPDI, and, subject thereto and in exchange therefor, (ii) (A) the principal amount of

DPDF s Tranche B Note shall be deemed repaid by $466,000 and the principal amount of DPDI s Tranche B Note shall be deemed repaid by $534,000, each such deemed repayment to be applied against, and reduce, the principal amount of each

Purchaser s Tranche B Note that the Borrower would, but for the consummation of the transactions contemplated by this Article II, be obligated to repay on May 8, 2017, and (B) the principal amount of DPDF s Amended and Restated

Note shall be deemed repaid by $2,330,000 and the principal amount of DPDI s Amended and Restated Note shall be deemed repaid by $2,670,000, each such deemed repayment to be applied against, and reduce, the principal amount of each

Purchaser s Amended and Restated Note that the Borrower would, but for the consummation of the transactions contemplated by this Article II, be obligated to repay on July 3, 2017. The Borrower represents, warrants, covenants and agrees

that, in reliance on the Purchasers representations in Section 3.01(e), the Exchange Shares (X) will be freely transferable by the Purchasers, without restriction or limitation (including any volume limitation) under federal or state

securities laws, pursuant to Rule 144 under the Securities Act, and (Y) will not contain or be subject to any legend or stop transfer instructions restricting the sale or transferability thereof.

(b) Delivery of Exchange Shares. No later than two (2) Business Days after the date

hereof, the Borrower shall cause the transfer agent for the Common Stock to credit the aggregate number of Exchange Shares to which each Purchaser is entitled pursuant to the Exchange to such Purchaser s or its designee s balance account

with The Depository Trust Company through its Deposit/Withdrawal At Custodian system. For the avoidance of doubt, as of effectiveness of the Exchange, each Purchaser shall be deemed for all corporate purposes to have become the legal and record

holder of its Exchange Shares without any further action by any party. In the event that any Exchange Shares are not delivered on a timely basis in accordance herewith, the Purchasers shall have the right to rescind and terminate any or all of this

Agreement and the transactions contemplated hereby, to exercise any of the remedies available under the Notes in the event of any failure to timely deliver Conversion Shares (as if the Exchange Shares were Conversion Shares) and/or to exercise any

and all other rights and remedies available at law or in equity.

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Borrower as

of the date of this Agreement as follows:

(a) Organization and Good Standing. Such Purchaser is an entity duly incorporated or

otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as

currently conducted.

(b) Authority. Such Purchaser has the requisite corporate power and authority to enter into and to consummate

the transactions contemplated by this Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and by such Purchaser and the consummation by it

of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Purchaser and no further action is required in connection herewith or therewith.

(c) Valid and Binding Agreement. This Agreement has been duly executed and delivered by such Purchaser constitutes the valid and

binding obligations of such Purchaser, enforceable against such Purchaser in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and other laws of general application affecting enforcement of creditors rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(d) Non-Contravention. The execution and delivery of this Agreement and by such Purchaser and

the performance by such Purchaser of its obligations hereunder and under the Transaction Documents does not and will not (i) violate any provision of such Purchaser s certificate or articles of incorporation, bylaws or other organizational

or charter documents, or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which such Purchaser is subject, or by which

any of such Purchaser s Notes is bound or affected.

(e) Exemption. Such Purchaser has held such Purchaser s Note of record and

beneficially for a period of at least one year for purposes of Rule 144 under the Securities Act and is not, and during the three-month period prior to the date hereof has not been, an Affiliate of the Borrower. Such Purchaser understands that the

Exchange Shares are being offered, sold, issued and delivered to it in reliance upon specific exemptions from registration or qualification under federal and applicable state securities laws.

(f) Ownership of the Notes. Such Purchaser is the record and beneficial owner of, and has good and valid title to, such

Purchaser s Notes, free and clear of all Liens, and has full power to dispose thereof and to exercise all rights thereunder (other than as restricted by this Agreement), without the consent or approval of, or any other action on the part of,

any other Person. Other than the transactions contemplated by this Agreement, there is no outstanding contract, vote, plan, pending proposal or other right of any Person to acquire such Purchaser s Notes or any portion thereof.

(g) Stock Ownership. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not

cause such Purchaser to own, or be treated as owning under the attribution rules of Section 871(h)(3)(C) of the Code, 10% or more of the total combined voting power of the stock of Borrower for purposes of Section 871(h)(3) of the Code.

Section 3.02. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Purchasers as of

the date of this Agreement as follows:

(a) Organization and Good Standing. The Borrower is an entity duly incorporated or

otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as

currently conducted.

(b) Authority. The Borrower has the requisite corporate power and authority to enter into and to consummate

the transactions contemplated by this Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Borrower and the consummation by it of the

transactions contemplated hereby and by the Transaction Documents have been duly authorized by all necessary action on the part of the Borrower, and no further action of the Borrower, its board of directors or stockholders is required in connection

herewith or therewith.

(c) Consents. The Borrower is not required to obtain any consent from, authorization or order of, or make

any filing or registration with any Governmental Authority or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by this Agreement or

the Transaction Documents, in each case, in accordance with the terms hereof or thereof.

(d) Valid and Binding Agreement. This

Agreement has been duly executed and delivered by the Borrower and constitutes the valid and binding obligations of the Borrower,

enforceable against the Borrower in accordance with their respective terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent transfer,

reorganization, moratorium and other laws of general application affecting enforcement of creditors rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable

(e) Non-Contravention. The execution and delivery of this Agreement and the

performance by the Borrower of its obligations hereunder and under the Transaction Documents does not and will not (i) violate any provision of the Borrower s certificate of incorporation or bylaws, (ii) conflict with or result in a

violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Borrower is subject, or by which any property or asset of the Borrower is bound or affected,

(iii) require any permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any court or other federal, state, local or other governmental authority or other Person, (iv) violate, conflict with,

result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination

under, or in any manner release any party thereto from any obligation under any permit or contract to which the Borrower is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien

on any part of the properties or assets of the Borrower. No Event of Default exists.

(f) Issuance of Exchange Shares. The Exchange

Shares are duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Borrower. The Borrower has reserved from its duly authorized

capital stock the Exchange Shares issuable pursuant to this Agreement.

(g) SEC Reports. The Borrower has filed all reports,

schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials,

including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the SEC Reports ). As of their respective dates, the SEC Reports complied in all material respects with the

requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in

order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Fees. No brokerage or finder s fees or commissions are or will be payable by the Borrower or any of its affiliates or representatives to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other

Person with respect to the transactions contemplated by this Agreement. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this

Section 3.2(h) that may be due in connection with the transactions contemplated hereby.

(i) Exemption from Registration. No registration under the Securities Act is required for

the offer and issuance of the Exchange Shares by the Borrower to the Purchasers as contemplated hereby. The issuance and sale of the Exchange Shares hereunder does not contravene the rules and regulations of The Nasdaq Stock Market