Execution Version EXCHANGE AND SEVENTH AMENDMENT TO FACILITY AGREEMENT This EXCHANGE AND SEVENTH AMENDMENT TO FACILITY AGREEMENT (this Agreement ) dated as of

SEVENTH AMENDMENT TO FACILITY AGREEMENT

This EXCHANGE AND SEVENTH AMENDMENT TO FACILITY AGREEMENT (this

Agreement ) dated as of June 8, 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, and the Exchange and Sixth Amendment to Facility Agreement (the Sixth Amendment ),

dated as of January 18, 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 $10,000,000

in principal amount of the Tranche 1 Notes, $25,000,000 in principal amount of the Tranche 4 Notes and $10,000,000 in principal amount of the Tranche B Notes outstanding.

E. Pursuant to this Agreement (and subject to the terms and conditions hereof), (i) (A) $3,000,000 principal amount of the Tranche 1 Notes

shall be exchanged for shares of Common Stock and the principal amount of the Tranche 1 Notes that is due and payable on July 1, 2018 (the July 2018 Tranche 1 Principal Payment ) shall be reduced to $2,000,000 and shall be

payable, in cash, on July 1, 2018 in accordance with the Facility Agreement unless satisfied through the conversion of Notes in accordance with the Facility Agreement and the Notes) and (B) $3,000,000 principal amount of the Tranche B Notes

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

Payment ) shall be reduced to $2,000,000 and 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: (A) amend the Facility Agreement to reduce the amount of Cash and Cash Equivalents that the Borrower is required to maintain upon the terms, and subject to the conditions, set forth herein; and

(B) 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 Stock.

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.

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,

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.

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

the Fifth Amendment, the Sixth Amendment or the Notes (or in any Conversion Notices (as defined in the Notes)):

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(a), 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(a)) 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; and

(ii) each of the Purchasers and the Borrower acknowledges and agrees that, following the date hereof,

to the extent any conversion of the Notes reduces the principal payment due and payable on any date, such conversion and related reduction shall be applied to the portion of such payment due under the applicable Notes held by each of the Purchasers

on a pro rata basis in accordance with each Purchaser s Percentage Allocation.

(b) For the avoidance of doubt, the conversion of Notes (or any portion thereof) shall not

reduce, or be applied against, any obligation of the Obligors to pay interest under the Notes, it being acknowledged and agreed that all such interest shall be payable, in cash on the applicable payment date, in accordance with the Facility

Agreement and the Notes (as amended hereby) and any outstanding principal amount of the Notes shall bear interest until satisfied in full (by conversion of such principal amount into Common Stock or otherwise).

(c) Section 5.4(j) of the Facility Agreement is hereby amended and restated in its entirety to read as follows:

(j) The amount of Cash and Cash Equivalents on the last day of each fiscal quarter is less than $25,000,000, or less than $20,000,000 as

of June 30, 2018, September 30, 2018 or December 31, 2018.

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:

Seventh Amendment means the Exchange and Seventh Amendment to Facility Agreement, dated as of June 8, 2018, by and

among the Company, MannKind LLC, Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.

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

Conversion Cap means 9,558,382 shares of Common Stock, subject to adjustment for any Stock Event (as defined in the Notes)

that occurs on or after June 8, 2018 (the Seventh 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 Seventh Amendment).

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

$2.01, subject to appropriate adjustment for any Stock Event that occurs on or after the Seventh Amendment Date.

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

(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

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 date hereof.

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 1 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 1 Note and Tranche B Note shall be reduced by $2,796,000 in the aggregate (half of such amount to be applied to reduce

each of the July 2018 Tranche 1 Principal Payment and the December 2019 Tranche B Payment, respectively) and the principal amount of DPDI s Tranche 1 Note and Tranche B Note shall be reduced by $3,204,000 in the aggregate (half of such amount

to be applied to reduce each of the July 2018 Tranche 1 Principal Payment and the December 2019 Tranche B Payment, respectively) and (ii) in exchange therefor, the Borrower shall issue 1,426,530 shares of Common Stock (the DPDF

Exchange Shares ) to DPDF and 1,634,694 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 1 Principal Payment and the remaining balance of the December 2019 Tranche B

Principal Payment shall continue to be payable, in cash, on July 1, 2018 and December 31, 2019, respectively, in accordance with the Facility Agreement, unless satisfied through the conversion of Notes in accordance with 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

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

(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

(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.

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.