Execution Version THE SECURITY REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS

THE SECURITY REPRESENTED BY THIS

CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY

MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 UNDER

SAID ACT, OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED 4(A) AND A

HALF SALE. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED (BUT NOT TRANSFERRED) IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING SECURED BY THE SECURITIES. PRIOR TO THE REGISTRATION OF ANY TRANSFER

PURSUANT TO AN EXEMPTION FROM REGISTRATION OTHER THAN RULE 144, BORROWER RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED

TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

AMENDED AND RESTATED

THIS AMENDED AND RESTATED

PROMISSORY NOTE (this Restated Note ), dated as of March 11, 2018, amends, re-evidences, restates, and supersedes in full, but

does not in any way satisfy nor discharge the outstanding indebtedness, if any, owed under that certain Amended and Restated Promissory Note, dated as of October 18, 2012 (which amended and restated that certain Promissory Note, dated as of

August 10, 2010 (the 2010 Note )), as amended by that certain Acknowledgment and Agreement, dated as of October 31, 2013, made by the undersigned in favor of THE MANN

GROUP LLC (the 2012 Note ). The 2012 Note, as amended, re-evidenced, and restated by this Restated Note, is referred to herein as the Note.

FOR VALUE RECEIVED, MANNKIND

CORPORATION, a Delaware corporation ( Borrower ), hereby promises to pay to the order of THE MANN GROUP LLC

( Lender ), in lawful money of the United States of America and in immediately available funds, the principal sum of up to Seventy One Million Five Hundred and Five Thousand Dollars ($71,505,500), which amount represents the

outstanding principal amount of all Advances (as defined below) made hereunder, together with accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below.

1. Principal Repayment. The outstanding principal amount of each Advance together with all accrued and unpaid

interest thereon shall be due and payable on July 1, 2021 (the Maturity Date ).

2. Interest Rate. Borrower further promises to pay interest on the outstanding principal amount of each Advance from

the date thereof until payment in full, which interest shall be payable at a rate equal to: (a) for periods up to and including December 31, 2012, at a rate equal to the one year London Interbank Offered Rate (LIBOR) reported by the Wall

Street Journal (or a comparable periodical if such periodical is no longer published) on the day of such Advance plus 3% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the

laws relating to permissible rates of interest on commercial loans), whichever is less; and (b) for periods beginning on and after January 1, 2013, at a rate equal to the one year London Interbank Offered Rate (LIBOR) reported by the Wall

Street Journal (or a comparable periodical if such periodical is no longer published) on December 31, 2012 plus 5% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws

relating to permissible rates of interest on commercial loans), whichever is less; and (c) for periods beginning on and after April 1, 2018, compounded interest, compounded on a quarterly basis, at a rate equal to the one year London

Interbank Offered Rate (LIBOR) reported by the Wall Street Journal (or a comparable periodical if such periodical is no longer published) on December 31, 2012 plus 5% per annum, or the maximum rate permissible by law (which under

the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans), whichever is less. Interest shall be due and payable quarterly

in arrears not later than (i) the first day of each calendar quarter for the preceding quarter, commencing on the first day of the calendar quarter following the calendar quarter in which an Advance is made, or (ii) such other time as

Borrower and Lender mutually agree, in either case with interest calculated on the basis of a 365/366-day year for the actual number of days elapsed. (Borrower and Lender acknowledge and agree that there is no

agreement or understanding regarding the deferral of cash payment of accrued interest other than that certain Subordination Agreement dated as dated as of July 1, 2013, by and among Lender, Deerfield Private Design Fund II, L.P. and Deerfield

Private Design International II, L.P.)

3. Place of Payment. All amounts payable hereunder shall be payable in lawful

money of the United States of America at the office of Lender, 30930 Russell Ranch Road, Suite 301, Westlake Village, CA 91362, unless another place of payment shall be specified in writing by Lender.

4. Application of Payments; Prepayment.

4.1 Payment on this Note shall be applied first to accrued interest, and thereafter to the outstanding principal balance hereof, unless

otherwise consented to by Lender at or prior to the time of such payment.

4.2 This Note may be prepaid in whole or in part without

penalty or premium. Any partial prepayment made pursuant to this Section 4.2 shall be applied to interest first and then to principal, and shall be applied to the oldest outstanding Advance first, unless otherwise consented to by Lender at or

prior to the time of such prepayment. At the time of any prepayment of principal hereunder, Borrower shall also pay all accrued and unpaid interest on the amount prepaid through the date of prepayment.

4.3 Subject to that certain Subordination Agreement, dated as of July 1, 2013, by and among Lender, Deerfield Private Design Fund

II, L.P. and Deerfield Private Design International II, L.P., at any time upon delivery of prior written notice (the Call Notice ), Lender may require Borrower to prepay Advances that have been outstanding for more than

twelve months as of the date of the notice. Lender may not require Borrower to prepay Advances in an aggregate amount exceeding $200,000,000 (less the aggregate amount of principal indebtedness cancelled (i) under the 2010 Note pursuant to that

certain Common Stock Purchase Agreement between Borrower and Lender dated as of August 10, 2010, (ii) under the 2010 Note pursuant to that certain Common Stock Purchase Agreement between Borrower and Lender dated as of February 2, 2012,

and (iii) under the 2012 Note pursuant to that certain Common Stock Purchase Agreement between Borrower and Lender dated as of March 11, 2018) pursuant to this Section 4.3. If Lender exercises such call right, Borrower shall, on the

earlier of: (x) 90 days after delivery of the Call Notice, or (y) the Maturity Date, prepay the Advances in the amount set forth in the Call Notice. Any partial prepayment made pursuant to this Section 4.3 shall be applied to

interest first and then to principal. At the time of any prepayment of principal hereunder, Borrower shall also pay all accrued and unpaid interest on the amount prepaid through the date of prepayment.

5. Advances. As of the date hereof, Lender has made advances to Borrower (each, an

Advance ) in the aggregate principal amount of Three Hundred Seventy Million Dollars ($370,000,000) less the aggregate amount of principal indebtedness repaid, converted or otherwise cancelled from time to time hereunder. At

the time of any Advance (or at the time of receipt of any payment or conversion of principal), Lender shall make or cause to be made, an appropriate notation on Exhibit A attached hereto reflecting the amount of such Advance (or the amount of such

payment or conversion). The outstanding amount of this Note set forth on such Exhibit A shall be prima facie evidence of the principal amount thereof outstanding, but the failure to record, or any error in so recording, shall not limit or otherwise

affect the obligations of Borrower to make payments of principal of or interest on this Note when due.

6. Representations and Warranties. Borrower hereby represents and warrants to the Lender as follows:

6.1 Borrower has the requisite power and authority to enter into this Note and to consummate the transactions contemplated hereby. The

execution and delivery of this Note by Borrower and the consummation by

Borrower of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Borrower. This Note has been duly executed and delivered by Borrower

and constitutes the legal, valid and binding agreement of Borrower enforceable against Borrower in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of

general application affecting enforcement of creditors rights generally and (ii) equitable principles of general applicability relating to the availability of specific performance, injunctive relief or other equitable remedies.

6.2 No consent, approval, authorization, order, license, registration or qualification of or with any Governmental Entity is required

for the execution and delivery by Borrower of this Note or the transactions contemplated hereby, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained, or which, if not obtained,

would not, individually or in the aggregate, have a material adverse effect on the ability of Borrower to perform its obligations hereunder or consummate the transactions contemplated hereby on a timely basis. As used in this Note, the term

Governmental Entity means any agency, bureau, commission, authority, department, official, political subdivision, tribunal or other instrumentality of any government, whether (i) regulatory, administrative or otherwise

(including, without limitation, a self-regulatory organization or stock exchange); (ii) federal, state or local; or (iii) domestic or foreign.

6.3 The execution and delivery by Borrower of this Note, the performance by Borrower of its obligations hereunder, and the consummation

by Borrower of the transactions contemplated hereby, will not conflict with or result in a breach or violation of (i) any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time or both would

become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower or any of its subsidiaries is

a party or by which Borrower or any of its subsidiaries is bound or to which any of their property or assets is subject or (ii) any applicable law or statute or any order, rule or regulation of any Governmental Entity having jurisdiction over

Borrower or any of its subsidiaries or any of their respective properties, except for in the case of either clause (i) or (ii) such conflicts, breaches or violations that would not prevent or delay the consummation of the transactions

contemplated by this Note or that would not be reasonably expected to have a material adverse effect on Borrower, nor will any such action result in any violation of the provisions of the organizational documents of Borrower.

6.4 All of the shares of Common Stock issuable upon conversion of this Note (the Conversion Shares ), are duly

authorized and, when issued in accordance with the terms of this Note, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, taxes, adverse claims, and will not be issued in violation of, or subject to, any

preemptive or similar rights of any Person. The Borrower has reserved sufficient shares of Common Stock from its duly authorized capital stock for issuance upon conversion of this Note.

6.5 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. 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 be expected to lead to delisting or suspension of the Common Stock in the foreseeable future.

6.6 No brokerage or finder s fees or commissions are or will be payable by 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 Note. Lender 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 6.6 that may be payable by the Company or any of its affiliates or representatives in connection with the transactions contemplated by this Note.

6.7 Assuming the accuracy of the representations and warranties of Lender contained in Section 7 hereof, the offer and issuance of

this Note or the issuance of the Conversion Shares by Borrower pursuant hereto will be exempt from the registration requirements of the Securities Act (and such issuances will be or have been

registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws). The amendments

and transactions contemplated hereby, including the issuance and sale of the Conversion Shares under this Note, does not contravene, or require stockholder approval pursuant to, the rules and regulations of NASDAQ.

6.8 Neither the Borrower, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, has made

or will make any offers or sales of any security, or has solicited or will solicit any offers to buy any security, under circumstances that would cause the offering and issuance of the Conversion Shares to be integrated with prior offerings by

Borrower (i) for purposes of the Securities Act and which would require the registration of any such securities under the Securities Act, or (ii) for purposes of any applicable stockholder approval provisions of NASDAQ and which would

require stockholder approval for the issuance of any Conversion Shares.

7. Representation and Warranties of Lender. Lender hereby

represents and warrants to Borrower as follows:

7.1 Lender has full right, power and authority to enter into this Note and to

consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Note.

7.2 Lender understands that nothing in this Note or any other materials presented to Lender in connection with this Note or the

issuance of the Conversion Shares constitutes legal, tax or investment advice. Lender has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Note and the

issuance of the Conversion Shares.

7.3 Lender understands that the this Note and any Conversion Shares (collectively, the

Securities ) have not been registered under the Securities Act. Lender also understands that the Securities are being offered and issued pursuant to an exemption from registration contained in the Securities Act based in part upon

Lender s representations contained in this Note.

7.4 Lender has substantial experience in evaluating and investing in private

placement transactions of securities in companies similar to Borrower so that it is capable of evaluating the merits and risks of the Securities and has the capacity to protect its own interests. Lender must bear the economic risk of the Securities

indefinitely (subject to the Company s payment obligations under this Note) unless the Securities are registered pursuant to the Securities Act, or an exemption from registration is available. Lender understands that Borrower has no present