Execution Version ELEVENTH AMENDMENT TO FACILITY AGREEMENT This ELEVENTH AMENDMENT TO FACILITY AGREEMENT (this Amendment ) dated as of

ELEVENTH AMENDMENT TO FACILITY AGREEMENT

This ELEVENTH AMENDMENT TO FACILITY AGREEMENT (this Amendment ) dated as of June 18,

2019, is by and among MannKind Corporation, a Delaware corporation (the Borrower ), MannKind LLC, a Delaware limited liability company (the Guarantor, and together with the Borrower, collectively, the

Obligors ), 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.

A. The Obligors 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, the Second Amendment to Facility Agreement, dated as of August 11, 2014,

the Exchange and Third Amendment to Facility Agreement, dated as of June 29, 2017, the Fourth Amendment to Facility Agreement (the Fourth Amendment ), dated as of October 23, 2017, the Fifth Amendment to Facility

Agreement (the Fifth Amendment ), dated as of January 15, 2018, the Exchange and Sixth Amendment to Facility Agreement (the Sixth Amendment ), dated as of January 18, 2018, the Exchange and Seventh

Amendment to Facility Agreement (the Seventh Amendment ), dated as of June 8, 2018, the Exchange and Eighth Amendment to Facility Agreement (the Eighth Amendment ), dated as of July 12, 2018, the Ninth

Amendment to Facility Agreement (the Ninth Amendment ), dated as of September 5, 2018, and the Tenth Amendment to Facility Agreement (the Tenth Amendment ), dated as of September 26, 2018 (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

$40,000,000 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 $40,000,000 per Tranche.

C. The Facility Agreement also provides for the issuance of Tranche B Notes.

An aggregate of $20,000,000 in principal amount of Tranche B Notes have been issued to the Purchasers.

D. Prior to the date hereof, (i) the Purchasers have converted all of the

Tranche 2 Notes and the Tranche 3 Notes into Common Stock, (ii) the Borrower has repaid, converted, exchanged and/or otherwise satisfied the Tranche B Notes and (iii) the Borrower has repaid, converted, exchanged and/or otherwise satisfied

a portion of the principal amounts under the Tranche 1 Notes and the Tranche 4 Notes, leaving $5,000,000 in principal amount of the Tranche 1 Notes and $3,995,000 in principal amount of the Tranche 4 Notes outstanding.

E. Pursuant to this Amendment, the parties hereto desire to amend the Facility

Agreement to defer the $5,000,000 in principal amount of the Tranche 1 Notes (the July 2019

Tranche 1 Principal Payment ) that is due and payable on July 1, 2019 until August 31, 2019, subject to the terms and conditions hereof.

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:

TO FACILITY AGREEMENT

Notwithstanding anything to the contrary contained in the Facility Agreement (including

Section 2.3 thereof) or the Notes, upon the terms and subject to the conditions set forth in this Amendment, effective as of the Effective Date (as defined below), the Facility Agreement is hereby amended to provide that the July 2019 Tranche 1

Principal Payment shall be deferred to, and shall be due and payable on, August 31, 2019. For the avoidance of doubt, the deposit of the Escrow Amount (as defined below) with the Escrow Agent (as defined below) in accordance with this Amendment

and the Escrow Agreement shall not be deemed to reduce the principal amount of the Tranche 1 Notes or any other Notes for any purpose. Without limiting the generality of the foregoing, the entire outstanding principal amount of the Notes shall

continue to bear interest in accordance with the Facility Agreement and the Notes until satisfied in full.

REPRESENTATIONS AND WARRANTIES

Section 2.01. Representations and Warranties of the Purchasers. Each Purchaser

hereby represents and warrants to the Borrower as of the date of this Amendment 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 Amendment, the Escrow Agreement and the other Transaction Documents (as amended hereby) and otherwise to carry out its obligations hereunder and

thereunder. The execution and delivery of each of this Amendment and the Escrow Agreement by such Purchaser and the consummation by it of the transactions contemplated hereby, by the Escrow Agreement and by the other Transaction Documents (as

amended hereby) 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 Amendment has

been, and the Escrow Agreement will be, duly executed and delivered by such Purchaser and this Amendment constitutes, and, upon execution and delivery thereof, the Escrow Agreement will constitute, the valid and binding obligations of such

Purchaser, enforceable against such Purchaser 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

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

Non-Contravention. The execution and delivery of this Amendment and the Escrow Agreement by such Purchaser and the performance by such Purchaser of its obligations hereunder, under

the Escrow Agreement and under the other Transaction Documents (as amended hereby) 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.

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 Amendment or the other Transaction Documents), without the consent or approval of, or any other action on the part of, any other Person. Other than the transactions contemplated by this Amendment, 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.

Section 2.02. Representations and Warranties of the Obligors. Each

Obligor hereby represents and warrants to the Purchasers as of the date of this Amendment as follows:

(a) Organization and Good Standing. Each

Obligor 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. Each Obligor has the requisite

corporate or limited liability company power and authority, as applicable, to enter into and to consummate the transactions contemplated by this Amendment, the Escrow Agreement and the other Transaction Documents (as amended hereby) and otherwise to

carry out its obligations hereunder and thereunder. The execution and delivery of this Amendment and the Escrow Agreement by each Obligor and the consummation by it of the transactions contemplated hereby, by the Escrow Agreement and by the other

Transaction Documents (as amended hereby) have been duly authorized by all necessary action on the part of each Obligor, and no further action of any Obligor, its board of directors, managers, members or stockholders, as applicable, is required in

connection herewith or therewith.

(c) Consents. No Obligor is 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 Amendment, the Escrow Agreement or the other Transaction Documents (as amended hereby), in each case, in accordance with the terms hereof or thereof.

(d) Valid and Binding Agreement. This Amendment has

been, and the Escrow Agreement will be, duly executed and delivered by each Obligor and each of this Amendment and

the other Transaction Documents (as amended hereby) constitutes, and upon execution and delivery thereof the Escrow Agreement will constitute, the valid and binding obligations of each Obligor,

enforceable against each Obligor 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 remedies.

Non-Contravention. The execution and delivery of this Amendment and the Escrow Agreement and the performance by each Obligor of its obligations hereunder, under the Escrow

Agreement and under the other Transaction Documents (as amended hereby) do not and will not (i) violate any provision of any Obligor s organizational documents, (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 any Obligor is subject, or by which any property or asset of any Obligor 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 any Obligor 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 any

Obligor. No Event of Default exists.

NASDAQ. 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 ). 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. The Borrower is not in violation of the requirements of the NASDAQ Stock Market ( NASDAQ ) and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of

trading of the Common Stock in the foreseeable future.

(g) Certain 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 Amendment. 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 2.02(g) that may be due in

connection with the transactions contemplated hereby.

Section 3.01. Disclosure; Confidentiality. On or before 7:00 a.m., New York

time, on the first Business Day following the date of this Amendment, the Borrower shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Amendment,

attaching this Amendment and disclosing any other presently material non-public information (if any) provided or made available to any Purchaser (or any Purchaser s agents or representatives) on or prior

to the date hereof (the Announcing 8-K Filing ). If the Effective Date shall not have occurred on or prior to June 30, 2019, then no later than 7:00 a.m. on July 1,

2019, the Borrower shall file a Current Report on Form 8-K disclosing such non-occurrence. From and after the filing of the Announcing

8-K Filing, the Borrower shall have disclosed all material, non-public information (if any) provided or made available to any Purchaser (or any Purchaser s agents

or representatives) by Borrower or any of its respective officers, directors, employees, Affiliates or agents in connection with the transactions contemplated by this Amendment or otherwise on or prior to the date hereof. Notwithstanding anything

contained in this Amendment to the contrary and without implication that the contrary would otherwise be true, the Borrower expressly acknowledges and agrees that, from and after the Announcing 8-K Filing, no

Purchaser shall have (unless expressly agreed to by a particular Purchaser after the date hereof in a written definitive and binding agreement executed by the Borrower and such particular Purchaser or customary oral (confirmed by e-mail) wall-cross agreement (it being understood and agreed that no Purchaser may bind any other Purchaser with respect thereto)), any duty of trust or confidence with respect to, or a duty not to trade

on the basis of, any information regarding the Borrower.

Notwithstanding any affirmative disclosure obligations of the

Borrower or the Guarantor pursuant to the terms of this Amendment or any of the other Transaction Documents or anything else to the contrary contained herein or therein, (a), subject to clause (b) below, each of the Borrower and the Guarantor

shall not, and shall cause each of its officers, directors, employees, Affiliates and agents to not, provide any Purchaser with any material non-public information with respect to the Borrower from and after

the filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such Purchaser, and (b) in the event that the Borrower or the Guarantor believes that a notice or

communication to any Purchaser contains material, nonpublic information with respect to the Borrower, the Borrower shall so indicate to such Purchaser prior to the delivery of such notice or communication, and such indication shall provide such