MannKind Corporation Change of Control Agreement This Change of Control Agreement (this Agreement ), dated and effective as of

MannKind Corporation

Change of Control Agreement

This Change of Control Agreement (this Agreement ), dated and effective as of April 6, 2017 (the Effective Date ),

is between MannKind Corporation, a Delaware corporation (together with its affiliates, the Company ), and [ ]

WHEREAS the board of directors of the Company (the Board ) has determined that it is in the

best interests of the Company and its shareholders to ensure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 1 hereof) of

AND WHEREAS the Board believes it is imperative to diminish the inevitable distraction of the Executive arising from the

personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Executive s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to

provide the Executive with reasonable compensation and benefit arrangements upon a Change of Control.

NOW THEREFORE, in order to

accomplish these objectives, the Board has caused the Company to enter into this Agreement.

For purposes of this Agreement, the following terms shall have the respective meanings:

In no event, however,

shall any director whose election to office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents on behalf of a person

or entity other than the Board be an Incumbent Director.

The term of this Agreement ( Term ) shall be for a period of two (2) years from the Effective Date; provided, however, that the

Term shall automatically renew for additional one (1) year renewal periods (which also shall be referred to herein as the Term ), unless notice of non-renewal is given by either party to the other party at least ninety (90) days

prior to end of the initial Term or the end of any renewal period. If such notice is given, this Agreement shall terminate at the end of the Term or the then current renewal Term without further action by either the Company or the Executive.

Notwithstanding the foregoing, if a Change of Control occurs during the Term, the Term shall automatically extend for the duration of the Change of Control Period and shall automatically terminate at the end of the Change of Control Period.

During the Change of Control Period, the Company hereby agrees to continue the Executive in its employ or in the employ of its affiliated

companies, and the Executive hereby agrees to remain in the employ of the Company or its affiliated companies, in accordance with the terms and provisions of this Agreement; provided, however, that either the Company or the Executive may terminate

the employment relationship during the Change of Control Period subject to the terms of this Agreement.

During the Change of Control Period, the Executive s position, authority, duties and responsibilities shall be at least commensurate in

all material respects with the most significant of those held immediately preceding the Change of Control Date.

During the Change of Control Period, the Executive s services shall be performed at the location of the Executive s assigned worksite

as of the Change of Control Date.

The Executive and the Company acknowledge that, except as otherwise provided under any other written agreement between the Executive and the

Company, the employment of the Executive by the Company or its affiliated companies is at will and may be terminated by either the Executive or the Company or its affiliated companies at any time with or without

Cause (as defined below). Moreover, if prior to the Change of Control Date, the Executive s employment with the Company or its affiliated companies terminates for any reason, then the

Executive shall have no further rights under this Agreement; provided, however, that the Company may not avoid liability for any termination payments that would have been required during the Change of Control Period pursuant to Section 8 hereof

by terminating the Executive prior to the Change of Control Period where such termination is carried out in anticipation of a Change of Control and the principal motivating purpose is to avoid liability for such termination payments.

4. ATTENTION AND EFFORT

During the Change of Control Period, and excluding any periods of paid time-off to which the Executive is entitled, the Executive will devote

all of his or her productive time, ability, attention and effort to the business and affairs of the Company and the discharge of the responsibilities assigned to him or her hereunder, and will use his or her reasonable best efforts to perform

faithfully and efficiently such responsibilities. It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or

teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities do not significantly interfere

with the full time performance of the Executive s responsibilities in accordance with this Agreement. It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Change of

Control Period, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Change of Control Period shall not thereafter be deemed to interfere with the performance of the Executive s

responsibilities to the Company.

As long as the Executive remains employed by the Company during the Change of Control Period, the Company agrees to pay or cause to be paid to

the Executive, and the Executive agrees to accept in exchange for the services rendered hereunder by him or her, the following compensation:

The Executive shall receive an annual base salary (the Annual Base Salary ), at least equal to the annual salary established by the

Board or the Compensation Committee of the Board (the Compensation Committee ) or the Chief Executive Officer for the fiscal year in which the Change of Control Date occurs. The Annual Base Salary shall be paid in substantially equal

installments and at the same intervals as the salaries of other executives of the Company are paid. The Board or the Compensation Committee or the Chief Executive Officer shall review the Annual Base Salary at least annually and shall determine in

good faith and consistent with any generally applicable Company policy any increases for future years.

In addition to the Annual Base Salary, the Executive shall be offered the opportunity to earn, for each fiscal year ending during the Change of

Control Period, an annual bonus (the Annual Bonus ) payable, if the performance criteria for the bonus are satisfied, in cash in an amount at least equal to the Three-Year Average Annual Bonus. The performance criteria shall be set so

that, in the good faith judgment of the Board of Directors of the Company or a committee thereof, the Executive has approximately the same probability of earning at least the same amount as the Annual Bonus as his or her Three-Year Average Annual

Bonus. Three-Year Average Annual Bonus shall mean the average of bonuses paid or payable to the Executive by the Company for each of the three fiscal years immediately preceding the year in which the Change of Control occurs (including

the annualized amount of any such bonus paid or payable for any partial year, but excluding stock options or stock awards, deferred compensation earned during any of those years and any sign-on or other one-time-only bonus). If the Executive has not

been an executive officer of the Company during the entire three year period referred to above or was not paid a bonus during any of those years, then the Three-Year Average Annual Bonus shall be calculated for such shorter time that he or she was

an executive officer of the Company and had been offered a bonus. If the Executive had been offered an opportunity to earn a bonus for the year in which the Change of Control occurs and not in anticipation of the Change of Control, the Three-Year

Average Annual Bonus shall exceed the maximum he or she could have earned under that bonus arrangement if all performance criteria were satisfied. Each Annual Bonus, if earned, shall be paid no later than March 15th of the calendar year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive and the Company agree to defer the receipt of the Annual Bonus.

During the Change of Control Period, the Executive shall be entitled to participate, subject to and in accordance with applicable eligibility

requirements, in such fringe benefit programs as shall be generally made available to other comparable executives of the Company and its affiliated companies from time to time during the Change of Control Period by action of the Board (or any person

or committee appointed by the Board to determine fringe benefit programs and other emoluments), including, without limitation, paid vacations; any stock purchase, savings or retirement plan, practice, policy or program; and all welfare benefit

plans, practices, policies or programs (including, without limitation, medical, prescription, dental, disability, salary continuance, executive life, group life accidental death and travel accident insurance plans or programs) to the extent such

fringe benefits are made available to other comparable executives of the Company.

During the Change of Control Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses

incurred by him or her in accordance with the policies, practice and procedures of the Company and its affiliated companies in effect for the executives of the Company and its affiliated companies during the Change of Control Period.

During the Change of Control Period, employment of the Executive may be terminated as follows, but, in any case, the nondisclosure provisions

set forth in Section 10 hereof shall survive the termination of this Agreement and the termination of the Executive s employment with the Company:

At any time during the Change of Control Period, the Company may terminate the employment of the Executive with or without Cause (as defined

below), and the Executive may terminate his or her employment for Good Reason (as defined below) or for any reason, upon giving the Notice of Termination (as defined below).

This Agreement and the Executive s employment during the Change of Control Period shall terminate automatically upon the death or

Disability of the Executive. The term Disability as used herein shall mean the Executive s inability to perform the duties set forth in Section 3.2 hereof for a period or periods aggregating twelve (12) weeks in any three

hundred sixty-five (365) day period as result of physical or mental illness, injury or impairment, loss of legal capacity or any other cause, subject to the Company s rights and obligations under applicable law. The Executive and the

Company hereby acknowledge that the duties specified in Section 3.2 hereof are essential to the Executive s position and that the Executive s ability to perform those duties is the essence of this Agreement.

Any termination by the Company or by the Executive during the Change of Control Period shall be communicated by Notice of Termination to the

other party given in accordance with Section 11 hereof. The term Notice of Termination shall mean a written notice that (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent

applicable, sets forth briefly the facts and circumstances claimed to provide the basis for termination of the Executive s employment under the provision so indicated. The failure by the Executive or the Company to set forth in the Notice of

Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder to preclude the Executive or the Company from asserting such fact or circumstance in

connection with any enforcement of the Executive s or the Company s rights hereunder.

During the Change of Control Period, Date of Termination means (a) if the Executive s employment is terminated by reason

of death, the date of death, (b) if the Executive s employment is terminated by reason of Disability, immediately upon a determination by the Company of the Executive s Disability, and (c) in all other cases, upon the giving of

of Termination. Notwithstanding the foregoing, the party giving the notice in the case of clause (c) above will have the right, but not the obligation, to specify that the Date of

Termination shall be a date later than the date of, or upon the expiration of any period specified in the Notice of Termination and, in any such event, the Executive s employment and performance of services will continue during such specified

period unless the other party (the Company in the event of a termination by the Executive or the Executive in the case of a termination by the Company) elects thereafter to terminate the employment of the Executive pursuant to Section 3.4

hereof and gives notice to the other party that such termination is effective as of an earlier date. Notwithstanding the foregoing, the Company may, upon notice to the Executive and without reducing the Executive s compensation during such

period, excuse the Executive from any or all of his or her duties during such period prior to the Date of Termination.

In the event of termination of the Executive s employment during the Change of Control Period, Executive shall be

entitled to compensation and benefits only as specifically provided in this Section 8.

If during the Change of Control Period the Company terminates the Executive s employment other than for Cause or

the Executive terminates his or her employment for Good Reason or pursuant to a Window Program, the Executive shall be entitled to:

Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA

Continuation and/or Additional Coverage premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying

COBRA premiums on the Executive s behalf, the Company will instead pay to the Executive on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the COBRA Continuation premium and/or the

Additional Coverage Premium, as applicable, for that month, subject to applicable tax withholding (such amount, the Special Severance Payment ), such Special Severance Payment to be made without regard to Executive s election of

COBRA coverage or additional coverage or payment of COBRA premiums or additional coverage premiums and without regard to Executive s continued eligibility for COBRA coverage or coverage for Additional Coverage during the COBRA Payment Period.

Such Special Severance Payment shall end upon expiration of the COBRA Payment Period.

If during the Change of Control Period the Executive s employment is terminated by the Company for Cause or by the Executive for other

than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Accrued Obligations, or otherwise as required by law.

In the event the Executive s employment is not terminated prior to expiration of the Term and notice of nonrenewal is given pursuant to

Section 2, this Agreement shall terminate without further obligation on the part of the Company to the Executive, except to the extent Executive is entitled to compensation and benefits under Section 8.1 hereof in the event he or she

terminates his or her employment for Good Reason or pursuant to a Window Program.

Upon the Executive s death or Disability, this Agreement shall terminate automatically without further obligation on the part of the

Company to the Executive or his or her legal representatives under this Agreement other than the Accrued Obligations or otherwise as required by law.

All payments of Accrued Obligations, or any portion thereof payable pursuant to this Section 8, shall be made to the Executive within ten

(10) working days after the Date of Termination except that

All severance benefits provided under this Agreement are intended to satisfy the requirements for an exemption from application of