SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this Agreement ) is dated as of

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement ) is dated as of May 9, 2016, between MannKind Corporation, a

Delaware corporation (the Company ), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers ).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the

Securities Act of 1933, as amended (the Securities Act ), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as

more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for

other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following

terms have the meanings set forth in this Section 1.1:

Acquiring Person shall have the meaning

ascribed to such term in Section 4.5.

Action shall have the meaning ascribed to such term in

Affiliate means any Person that, directly or indirectly through one or more

intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

Board of Directors means the board of directors of the Company.

Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the

United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to remain closed.

Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

Closing Date means the Trading Day on which all of the Transaction Documents have been executed and

delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount and (ii) the Company s obligations to deliver the Securities, in each case, have been

satisfied or waived, but in no event later than the third Trading Day following the date hereof.

Commission means the United States Securities and Exchange

Common Stock means the common stock of the Company, par value $0.01 per share, and any

other class of securities into which such securities may hereafter be reclassified or changed.

Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other

instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Company Counsel means Cooley LLP, with offices located at 4401 Eastgate Mall, San Diego, California 92121.

EGS means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas,

New York, New York 10105-0302.

Evaluation Date shall have the meaning ascribed to such term in

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules

and regulations promulgated thereunder.

Exempt Issuance means the issuance of (a) shares of Common

Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee

of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable

for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the

exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic

transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or

an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing

securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) after 90 days following the Closing Date, up to $10,000,000, in the aggregate, of shares of Common Stock issued under

the Existing Equity Line and (e) following the 180th day following the Closing Date, an exchange of the Company s debt existing on the date hereof.

Existing Equity Line means the At Market Issuance Sales

Agreement, dated April 26, 2016, between the Company and FBR Capital Markets & Co.

means the Foreign Corrupt Practices Act of 1977, as amended.

FDA shall have the meaning ascribed to

such term in Section 3.1(hh).

FDCA shall have the meaning ascribed to such term in

GAAP shall have the meaning ascribed to such term in Section 3.1(h).

Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(p).

Liens means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right

or other restriction.

Material Adverse Effect shall have the meaning assigned to such term in

Material Permits shall have the meaning ascribed to such term in

Participation Maximum shall have the meaning ascribed to such term in

Per Share Purchase Price equals $1.03, subject to adjustment for reverse and

forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

Person means an individual or corporation, partnership, trust, incorporated or unincorporated association,

joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Pharmaceutical Product shall have the meaning ascribed to such term in Section 3.1(hh).

Placement Agent means H.C. Wainwright & Co., LLC.

Pre-Notice shall have the meaning ascribed to such term in Section 4.11(b).

Pro Rata Portion shall have the meaning ascribed to such term in Section 4.11(e).

Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an

informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

Prospectus means the final base prospectus filed with respect to the Registration Statement.

Prospectus Supplement means the supplement to the Prospectus

complying with Rule 424(b) of the Securities Act that relates to the offering of the Securities and has been delivered by the Company to each Purchaser prior to the execution of this Agreement.

Purchaser Party shall have the meaning ascribed to such term in Section 4.8.

Qualified Purchaser shall have the meaning ascribed to such term in Section 4.11(a).

Registration Statement means the effective registration statement filed with the Commission on Form S-3

(File No. 333-210792) which registers the sale of the Shares, the Warrants and the Warrant Shares to the Purchasers.

Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be

amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be

amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).

Securities means the Shares, the Warrants and the Warrant Shares.

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated

Shareholder Approval means such approval from the stockholders of the Company with respect

to the increase in the authorized share capital of the Company to permit the exercise in full (by cash exercise) of the Series B Warrants.

Series A Warrants shall mean the Warrants issued pursuant to Section 2.2(a)(iv).

Series B Warrants shall mean the Warrants issued pursuant to Section 2.2(a)(v).

Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

Short Sales means all short sales as defined in

Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

Subscription Amount means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants

purchased hereunder as specified below such Purchaser s name on the signature page of this Agreement and next to the heading Subscription Amount, in United States dollars and in immediately available funds.

Subsequent Financing shall have the meaning ascribed to such term in Section 4.11(a).

Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.11(b).

Subsidiary means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where

applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof but before the Closing Date.

Trading Day means a day on which the principal Trading Market is open for trading.

Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted

for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing).

Transaction Documents means this Agreement, the Warrants and any other documents or agreements executed by

the Company and delivered to the Purchasers in connection with the transactions contemplated hereunder.

Agent means Computershare Trust Company, N.A., the current transfer agent of the Company, with a mailing address of 330 N. Brand Blvd., Suite 701, Glendale, CA 91203, and any successor transfer agent of the Company.

Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing