NINTH AMENDMENT TO FACILITY AGREEMENT This NINTH AMENDMENT TO FACILITY AGREEMENT (this Amendment ) dated as of

NINTH AMENDMENT TO FACILITY AGREEMENT

This NINTH AMENDMENT TO FACILITY AGREEMENT (this Amendment ) dated as of September 5, 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.

A. The 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, the Exchange and Seventh Amendment to Facility Agreement (the Seventh

Amendment ), dated as of June 8, 2018 and the Exchange and Eighth Amendment to Facility Agreement (the Eighth Amendment ), dated as of July 12, 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.

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, $15,000,000 in principal amount of the Tranche 4 Notes and $5,000,000 in principal amount of the Tranche B Notes

E. Pursuant to this Amendment (and subject to the terms and conditions hereof), (i) the $3,000,000

principal amount of the Tranche 4 Notes that was due and payable on August 31, 2018 (after giving effect to the deferral of such payment from July 18, 2018 pursuant to the Eighth Amendment) (the August 2018 Tranche 4 Principal

Payment ) shall be deferred to September 30, 2018, and (ii) the parties shall amend the Facility Agreement to modify the provisions thereof that provide for the application of conversions of the Notes into Common Stock.

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:

AMENDMENTS TO 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, the Eighth Amendment or the Notes (or in any Conversion Notices (as defined in the Notes)), upon the terms and subject to the conditions set forth in this Amendment, the Facility Agreement

is hereby amended as follows: (a) the $3,000,000 August 2018 Tranche 4 Principal Payment shall be deferred to, and shall be due and payable on, September 30, 2018 (subject to any acceleration thereof pursuant to the terms of the Facility

Agreement); and (b) 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, 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 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.

In connection with the foregoing amendment, each Purchaser hereby waives any Event of Default

arising solely due to Borrower s failure to pay the August 2018 Tranche 4 Principal Payment prior to the effectiveness of this Amendment (the Specified Event of Default ) and any additional interest due and payable in

connection with the Specified Event of Default pursuant to Section 2.8 of the Facility Agreement.

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 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 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 Amendment 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 Amendment 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.

(e) Exemption. 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 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 Amendment 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 Amendment, 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 and the Transaction Documents (as amended hereby) and otherwise to carry out its obligations hereunder and

thereunder. The execution and delivery of this Amendment by each Obligor 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 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 or the Transaction

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

Binding Agreement. This Amendment has been duly executed and delivered by each Obligor, and each of this Amendment and the Transaction Documents (as amended hereby) constitutes the valid and binding obligation of each Obligor, enforceable

against each Obligor 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.

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

the Transaction Documents by each Obligor and the performance by each Obligor of its obligations hereunder and under the Transaction Documents (as amended hereby) do 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 other than the Specified Event of Default.

(f) Issuance of Conversion Shares. The Conversion Shares issuable upon conversion of the Notes, subject to the

Conversion Cap (as defined in the Notes), are duly authorized and, when issued in accordance with the Notes, 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 5,750,000 shares of Common Stock for issuance hereafter 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 trading 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 by the Borrower to the Purchasers or for the offer and 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, subject to the Conversion Cap, do 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 (3) 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 will be freely tradeable by such Purchaser without restriction or limitation (including volume limitation), 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.