EXECUTION VERSION EXCHANGE AND EIGHTH AMENDMENT TO FACILITY AGREEMENT This EXCHANGE AND EIGHTH AMENDMENT TO FACILITY AGREEMENT (this Agreement ) dated as of

EIGHTH AMENDMENT TO FACILITY AGREEMENT

This EXCHANGE AND EIGHTH AMENDMENT TO FACILITY AGREEMENT (this

Agreement ) dated as of July 12, 2018, 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.

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 and the Exchange and Seventh Amendment to Facility Agreement (the Seventh Amendment ), dated as of June 8, 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 and (ii) the Borrower has repaid, converted, exchanged and/or otherwise satisfied a portion of the principal amounts under the Tranche 1 Notes, Tranche 4 Notes and Tranche B Notes, leaving $5,000,000 in

principal amount of the Tranche 1 Notes, $25,000,000 in principal amount of the Tranche 4 Notes and $7,000,000 in principal amount of the Tranche B Notes outstanding.

E. Pursuant to this Agreement (and subject to the terms and conditions hereof), (i) (A) $7,000,000 principal amount of the Tranche 4 Notes that

is due and payable on July 18, 2018 shall be exchanged for shares of Common Stock and the remaining $3,000,000 principal amount of the Tranche 4 Notes that is due and payable on July 18, 2018 (the July 2018 Tranche 4 Principal

Payment ) shall be deferred to August 31, 2018, and (B) $2,000,000 principal amount of the Tranche B Notes and $3,000,000 of the Tranche 4 Notes that are each due and payable on

December 31, 2019 shall be exchanged for shares of Common Stock, the principal amount of the Tranche B Notes and Tranche 4 Notes that is due and payable on December 31, 2019

( December 2019 Tranche B Principal Payment and the December 2019 Tranche 4 Principal Payment , respectively) shall be reduced by $2,000,000 and $3,000,000, respectively, and the remainder of the December 2019

Tranche B Principal Payment and December 2019 Tranche 4 Principal Payment shall be payable, in cash, on December 31, 2019 in accordance with the Facility Agreement (unless satisfied through the conversion of Notes in accordance with the

Facility Agreement and the Notes); and (ii) the parties shall amend the Facility Agreement, the Tranche 1 Notes, the Tranche 4 Notes and the Tranche B Notes to modify the provisions thereof that provide for the conversion thereof into Common

F. The parties intend that the foregoing amendments and exchange of a portion of the Notes for Common Stock are part of, and

pursuant to, a Plan of Recapitalization and Reorganization of the Borrower described in Section 368(a)(1)(E) of the Code.

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:

AMENDMENTS OF FACILITY AGREEMENT AND NOTES

Upon the terms and subject to the conditions set forth in this Agreement, the Facility Agreement and the Notes are hereby amended as follows:

Section 1.01. Amendment of Facility Agreement.

Notwithstanding anything to the contrary contained in the Facility Agreement (including Section 2.3 thereof), the Fourth Amendment, the

Fifth Amendment, the Sixth Amendment, the Seventh Amendment or the Notes (or in any Conversion Notices (as defined in the Notes)), after giving effect to the Exchange (as defined below) and subject to the conversion thereof and the terms and

conditions set forth herein, the remaining $3,000,000 July 2018 Tranche 4 Principal Payment shall be deferred to and shall be due and payable on, August 31, 2018 (subject to any acceleration thereof pursuant to the terms of the Facility

Agreement) in accordance with the Facility Agreement unless satisfied through conversion of Notes in accordance with the Facility Agreement and the Notes. From and after the date hereof, any conversion of principal under the Notes shall be applied

to reduce principal payments due under the Notes as set forth on Schedule 1.01, in each case, until the earlier of (A) the time the applicable amount of such principal payment (as set forth in the third column of Schedule 1.01) has been

satisfied in full through conversions thereof and (B) 5:00 p.m. (New York City time) on the Trading Day immediately preceding the date such principal payment is due and payable

Section 1.02. Amendment of Notes.

(a) Section 1 of each of the Notes is hereby amended to add the following defined term in proper alphabetical order:

Eighth Amendment means the Exchange and Eighth Amendment to Facility

Agreement, dated as of July 12, 2018, by and among the Company, MannKind LLC, Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.

(b) The definition of the Conversion Cap in each of the Notes is hereby amended to read in its entirety as follows:

Conversion Cap means 5,750,000 shares of Common Stock, subject to adjustment for any Stock Event (as defined in the Notes)

that occurs on or after July 12, 2018 (the Eighth Amendment Date ); provided, however, that the Conversion Cap shall only apply to conversions of this Note and shall not apply to shares received pursuant to any

negotiated share exchange, including, without limitation, any Exchange Shares (as defined in the Eighth Amendment).

(B) of the definition of the Conversion Price in each of the Notes is hereby amended to read as follows:

$1.80, subject to appropriate adjustment for any Stock Event that occurs on or after the Eighth Amendment Date.

Section 2(e)(ii) (Applicable Limits on Conversion of the Note) of each of the Notes is hereby amended by replacing Seventh Amendment Date with Eighth Amendment Date in the sole place that Seventh Amendment

Date appears in such Section.

(e) As promptly as possible following the date hereof, (A) the Borrower shall deliver to each

Purchaser amended Notes, reflecting the amendments contemplated hereby and by any other prior effective amendments not otherwise reflected in such Notes (the Amended Notes ), and in the aggregate principal amounts set forth

opposite such Purchaser s name on Schedule I hereto, and (B) each Purchaser shall thereafter deliver its existing Notes to the Borrower for cancellation. For the avoidance of doubt, the amendments of the Amended Notes as provided herein

shall not be conditioned upon, or be subject to, the delivery of such new Notes by the Borrower or delivery of the existing Notes by the Purchasers, and each Purchaser s existing Notes shall be deemed to give effect to such amendments as of the

Section 2.01. Exchange. Subject to the terms and conditions hereof, each Purchaser hereby agrees to exchange a portion of the

principal amount of such Purchaser s Tranche 4 Notes and Tranche B Notes for the issuance by the Borrower to such Purchaser of the shares of Common Stock (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 principal amount of DPDF s Tranche 4 Note and Tranche B Note shall be reduced by $5,592,000 in the aggregate ($3,262,000 of such amount to be applied to

reduce the July 2018 Tranche 4 Principal Payment, $1,398,000 of such amount to be applied to reduce the December 2019 Tranche 4 Payment and $932,000 of such amount to be

applied to reduce the December 2019 Tranche B Payment, respectively), and the principal amount of DPDI s Tranche 4 Note and Tranche B Note shall be reduced by $6,408,000 in the aggregate

($3,738,000 of such amount to be applied to reduce the July 2018 Tranche 4 Principal Payment, $1,602,000 of such amount to be applied to reduce the December 2019 Tranche 4 Payment and $1,068,000 of such amount to be applied to reduce the December

2019 Tranche B Payment, respectively) and (ii) in exchange therefor, the Borrower shall issue 3,433,413 shares of Common Stock (the DPDF Exchange Shares ) to DPDF and 3,934,426 shares of Common Stock (the DPDI

Exchange Shares and, together with the DPDI Exchange Shares, collectively, the Exchange Shares ) to DPDI. The foregoing application of principal reductions hereunder shall be reflected by the Borrower in the Register. For

the avoidance of doubt, the remaining balance of the July 2018 Tranche 4 Principal Payment, the remaining balance of the December 2019 Tranche 4 Principal Payment and the remaining balance of the December 31, 2019 Tranche B Principal Payment

shall be payable and continue to be payable, respectively, in cash, on August 31, 2018, December 31, 2019 and December 31, 2019, respectively, in accordance with the Facility Agreement, unless satisfied through the conversion of Notes

or accelerated in either case, in accordance with the terms of the Facility Agreement and the Notes. The Borrower represents, warrants, covenants and agrees that, in reliance on the Purchasers representations in Section 3.01(e), the

Exchange Shares 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 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 and amendments contemplated hereby, to exercise any of the remedies available under the Notes in the event of any failure to timely deliver

Conversion Shares (as defined in the Notes), 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 (as amended hereby) and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement by

such Purchaser and the consummation by it of the transactions contemplated hereby and by the 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 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, and under the 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.

Such Purchaser has held such Purchaser s Notes of record and beneficially for a period of at least one (1) 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 and the Conversion 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 or the 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 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