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

TENTH AMENDMENT TO FACILITY AGREEMENT

This TENTH AMENDMENT TO FACILITY AGREEMENT (this Amendment ) dated as of September 26, 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, the Exchange and Eighth Amendment to Facility Agreement (the Eighth Amendment ), dated as of July 12, 2018 and the Ninth Amendment to Facility

Agreement (the Ninth Amendment ), dated as of September 5, 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.

to 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, $6,995,000 in principal amount of the Tranche 4 Notes and $2,500,000 in principal amount of the Tranche B Notes

E. On September 3, 2018, the Borrower entered into an exclusive global license

and collaboration agreement (the License Agreement ) with United Therapeutics Corporation ( UT ). The License Agreement provides, among other things, that (i) the Borrower will receive from UT an upfront

payment (the UT Upfront Payment ) of $45 million within 10

business days following the effectiveness of the License Agreement and (ii) the License Agreement will become effective upon expiration or termination of the required waiting period under

the Hart-Scott-Rodino Antitrust Improvements Act.

F. 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 September 30, 2018 (after giving effect to the deferral of such payment from July 18, 2018 to August 31, 2018 pursuant to the Eighth

Amendment and to September 30, 2018 pursuant to the Ninth Amendment) (the September 2018 Tranche 4 Principal Payment ) shall be deferred to the earlier of October 31, 2018 and the first (1st) Business Day following the date the Borrower or any of its Subsidiaries receives the UT Upfront Payment; (ii) the payment of accrued and unpaid interest on the Notes that is due and payable on

September 28, 2018 shall be deferred to the earlier of October 31, 2018 and the first (1st) Business Day following the date the Borrower or any of its Subsidiaries receives the UT

Upfront Payment; and (iii) the parties shall amend Section 5.4(j) of the Facility Agreement with respect to the obligation of the Borrower to maintain minimum Cash and Cash Equivalents as set forth below.

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

Section 1.01. Notwithstanding anything to the contrary contained in the Facility Agreement (including Section 2.3

and Section 2.7 thereof) or 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 September 2018 Tranche 4 Principal Payment shall be deferred to, and shall be due

and payable on, the earlier of (y) October 31, 2018 and (z) the first (1st) Business Day following the date the Borrower or any of its Subsidiaries receives the UT Upfront Payment

(in either case, subject to any acceleration thereof pursuant to the terms of the Facility Agreement).

(b) The payment of accrued and unpaid interest on the Notes that is due and payable on

September 28, 2018 shall be deferred to, and shall be due and payable on, the earlier of October 31, 2018 and the first (1st) Business Day following the date the Borrower or any of its

Subsidiaries receives the UT Upfront Payment (in either case, subject to any acceleration thereof pursuant to the terms of the Facility Agreement).

(c) Section 5.4(j) of the Facility Agreement is hereby amended and restated in its entirety to read

(d) (j) The amount of Cash and Cash Equivalents on the last day of each fiscal

quarter (other than a fiscal quarter ending on June 30, 2018, September 30, 2018 or December, 31,

2018) is less than $25,000,000, or is less than $20,000,000 as of June 30, 2018, October 31, 2018 or December 31, 2018.

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.

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.

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

(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.

(d) Valid and 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.

(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 Five Hundred (500) 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