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

This EXCHANGE AGREEMENT (this Agreement ) dated as of July 18, 2019, is by and among MannKind

Corporation, a Delaware corporation (the Borrower ), MannKind LLC, a Delaware limited liability company ( 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, dated as of October 23, 2017, the Fifth Amendment to Facility Agreement, dated as of January 15, 2018, the

Exchange and Sixth Amendment to Facility Agreement, dated as of January 18, 2018, the Exchange and Seventh Amendment to Facility Agreement, dated as of June 8, 2018, the Exchange and Eighth Amendment to Facility Agreement, dated as of

July 12, 2018, the Ninth Amendment to Facility Agreement, dated as of September 5, 2018, the Tenth Amendment to Facility Agreement, dated as of September 26, 2018, and the Eleventh Amendment to Facility Agreement, dated as of

June 18, 2019 (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 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 Agreement, the Borrower shall repay an aggregate of

$2,420,000.08 in principal amount of the Tranche 4 Notes in cash, and the remaining $1,574,999.92 in principal amount of the Tranche 4 Notes shall be exchanged for the issuance of 705,721 shares

of Common Stock to DPDF (the DPDF Shares ), and 808,702 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:

Section 1.01. Repayment. No later than 4:00 p.m., New York City time,

on the date hereof, the Borrower shall pay, by wire transfer of immediately available funds to an account or accounts specified by the Purchasers, an aggregate of $2,420,000.08, which shall constitute the repayment of $1,127,719.85 in principal

amount of DPDF s Tranche 4 Note and $1,292,280.23 in principal amount of DPDI s Tranche 4 Note, and shall additionally pay an aggregate of $19,208.84, which shall constitute payment of accrued and unpaid interest on the principal of the

Tranche 4 Notes through the date hereof in amounts of $8,951.32 and $10,257.52 to DPDF and DPDI, respectively (collectively, the Repayment ). 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 1.02. 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 4 Note shall be deemed repaid by $733,949.84 and the principal amount of DPDI s Tranche 4 Note shall be deemed repaid by $841,050.08, each such deemed repayment to be

applied against, and reduce, the principal amount of each Purchaser s Tranche 4 Note that the Borrower would, but for the consummation of the transactions contemplated by this Article I, be obligated to repay on July 18, 2019. The Borrower

represents, warrants, covenants and agrees that, in reliance on the Purchasers representations in Section 2.01(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.

Notes. Upon consummation of the Repayment and the Exchange (including delivery of all of the Exchange Shares to the Purchasers in accordance herewith), the Tranche 4 Notes will have been repaid in full, will be deemed cancelled and

will be of no further force or effect. The Purchaser will thereafter surrender the Tranche 4 Notes to the Borrower for cancellation.

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 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.

Purchaser has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of each of this Agreement by

such Purchaser and the consummation by it of the transactions contemplated 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 Agreement has been duly executed

and delivered by such Purchaser and constitutes the valid and binding obligation 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 by such Purchaser and the performance by such Purchaser of its obligations hereunder does not and will not (i) violate any

provision of such Purchaser s organizational 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 such Purchaser s Tranche 4 Note is bound or affected.

(e) Exemption. Such Purchaser has held such Purchaser s Tranche 4

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 Tranche 4 Note, 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 as contemplated by this Agreement, there is no outstanding contract, vote, plan, pending proposal or other right of any Person to acquire such Purchaser s

Tranche 4 Note 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 2.02. 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 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 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, in accordance with the terms hereof.

(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 remedies.

(e) Non-Contravention. The

execution and delivery of this Agreement and the performance by the Borrower of its obligations hereunder 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.

(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