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

AMENDMENT TO FACILITY AGREEMENT

This FIFTH AMENDMENT TO FACILITY AGREEMENT (this Amendment ) dated as

of January 15, 2018, 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 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, 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 and the Fourth Amendment to Facility Agreement (the Fourth Amendment ), dated as of October 23, 2017 (as the same may be further amended, modified, restated or otherwise supplemented

from time to time, the Facility Agreement ).

B. In connection with the Fourth Amendment, the

Borrower, the Purchasers and U.S. Bank National Association entered into that certain Escrow Agreement, dated as of October 30, 2017, as amended by the First Amendment to Escrow Agreement (the Escrow Amendment ), dated as of

the date hereof (as the same may be further amended, modified, restated or otherwise supplemented from time to time, the Escrow Agreement ).

C. 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.

D. Prior to the date hereof, (i) the Purchasers have converted $20,000,000 in principal amount of the Tranche 1

Notes, $5,592,749.50 in principal amount of the Tranche 4 Notes and all of the Tranche 2 Notes and the Tranche 3 Notes into Common Stock, (ii) the Tranche 1 Notes have been amended and restated (and are hereinafter referred to as the

Amended and Restated Notes ), and (iii) the Borrower has repaid $10,000,000 in principal amount of the Amended and Restated Notes and (through the exchange of principal for shares of Common Stock) $5,000,000 in principal

amount of the Tranche 4 Notes, leaving $10,000,000 in principal amount of the Amended and Restated Notes and $29,407,251 in principal amount of the Tranche 4 Notes outstanding.

E. 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, and the Borrower has repaid $5,000,000 in principal amount of the Tranche B Notes, leaving $15,000,000 in principal amount of the Tranche B Notes outstanding.

F. Pursuant to this Amendment (and subject to the terms and conditions

hereof), the parties hereto desire to amend the Facility Agreement to defer the October 2017 Tranche 4 Principal Payment (as defined below) upon the terms, and subject to the conditions, set forth herein.

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. Amendment of Facility Agreement; Deferral. Notwithstanding

anything to the contrary contained in the Facility Agreement (including Section 2.3 thereof) or the Notes, the $4,407,250.50 in remaining principal amount of the Tranche 4 Notes (the October 2017 Tranche 4 Principal Payment )

that, prior to the Fourth Amendment was due and payable on October 31, 2017 and, pursuant to the Fourth Amendment, was deferred to January 15, 2018 shall be further deferred to, and shall be due and payable on, January 19, 2018. The

Facility Agreement shall be deemed amended to reflect such deferral.

Section 1.02. Application of

Conversions. For the avoidance of doubt, notwithstanding anything to the contrary contained in the Facility Agreement (including Section 2.3 thereof) or the Notes (or in any Conversion Notices (as defined in the Notes), from and after the

date hereof until the October 2017 Principal Application Time (as defined in the Fourth Amendment, but giving effect to Section 1.01 of this Amendment), conversions of principal under the Notes shall be applied, and principal and interest

payments shall be made, as set forth in Sections 1.01(b) and 1.01(c) of the Fourth Amendment. The reference in Section 1.01(b)(ii) of the Fourth Amendment to the October 2017 Tranche 4 Principal Amount is hereby corrected to the

October 2017 Tranche 4 Principal Payment.

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 Amendment 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 Amendment and the Escrow Amendment 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 Amendment. Each of this Amendment and the

Escrow Amendment has been duly executed and delivered by such Purchaser and 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 Amendment and the Escrow Amendment by such Purchaser and the performance by such Purchaser of its obligations hereunder, under the Escrow Agreement 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

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

a period of at least one year and is not, and during the three-month period prior to the date hereof has not been, an Affiliate of the Borrower.

(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 Amendment, the Notes and the Facility Agreement), without the consent or

approval of, or any other action on the part of, any other Person. 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 Amendment 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 outstanding common stock of the Borrower for purposes of

Section 871(h)(3) of the Code.

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 Amendment and the Transaction Documents (as amended hereby) and otherwise to carry out its obligations hereunder and thereunder. The execution and

delivery of this Amendment, the Escrow Amendment and the Transaction Documents (as amended hereby) by each Obligor and the consummation by it of the transactions contemplated hereby and thereby 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

Amendment or the Transaction Documents (as amended hereby), in each case, in accordance with the terms hereof or thereof.

(d) Valid and Binding Amendment. Each of this Amendment and the Escrow Amendment has been duly executed and

delivered by each Obligor and constitutes the valid and binding obligation 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.

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

Escrow Amendment and the Transaction Documents (as amended hereby) and the performance by each Obligor of its obligations hereunder and thereunder does 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.

(f) Issuance of Conversion Shares. The Conversion Shares (as defined in the Notes) issuable upon conversion of

the Notes (as amended hereby), subject to the Conversion Cap (as defined in the Notes), are duly authorized and, when issued in accordance with the Notes (as amended hereby), will be duly and validly issued, fully paid and nonassessable, free and

clear of all Liens imposed by the Borrower, and will not be issued in violation of, or subject to, any preemptive or similar rights of any Person. The Borrower has reserved from its duly authorized capital stock 4,000,000 shares of Common Stock for

issuance upon conversion of the Notes.

(g) SEC Reports; 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 the Common Stock in the foreseeable future.

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

(i) Exemption from Registration. No registration under the Securities Act or any state securities laws is

required for the offer and issuance of the Notes (as amended hereby) or the issuance of the Conversion Shares by the Borrower to the Purchasers as contemplated hereby and by the Notes. The amendments and transactions contemplated hereby, including

the issuance and sale of the Conversion Shares under the Notes and subject to the Conversion Cap, does not contravene, or require stockholder approval pursuant to, the rules and regulations of NASDAQ. Assuming the Purchaser to which Conversion

Shares are to be issued is not as of the date of issuance, and for a period of three months prior to the date of issuance has not been, an Affiliate of the Borrower (which the Borrower shall assume (and the applicable Purchaser shall be deemed to

represent) unless such Purchaser has otherwise advised the Borrower, in writing), the Conversion Shares (i) will be freely tradeable by such Purchaser without restriction or limitation (including volume limitation) pursuant to Rule 144 under

the Securities Act will not contain or be subject to any legend or stop transfer instructions restricting the sale or transferability thereof.

(j) No Integrated Offering. Neither the Borrower, nor any of its affiliates, nor any Person acting on its or