SEC Comment Letter for MANNKIND CORP (MNKD) (CIK 0000899460) (MNKD) — Oct 31, 2008
MANNKIND CORP (MNKD) (CIK 0000899460)
Date: Oct. 31, 2008 · CIK: 0000899460 · Accession: 0000000000-08-054493
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-50865
Letter
Mail Stop 6010 October 31, 2008 Mr. Alfred E. Mann Chief Executive Officer MannKind Corporation 28903 North Avenue Paine Valencia, CA 91355
Re: MannKind Corporation Form 10-K Filed March 14, 2008 File No. 000-50865
Dear Mr. Mann:
We have reviewed your filing and have the following comments. Where the comments request you to revise disclosure, the information you provide should show us what the revised disclosure will look like a nd identify the annual or quarterly filing, as applicable, in which you intend to first incl ude it. If you do not believe that revised disclosure is necessary, e xplain the reason in your res ponse. After reviewing the information provided, we may raise additiona l comments and/or request that you amend your filing. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General
1. We note that you have included as an exhibit to the Form 10-K your supply agreement with Diosynth B.V., which is for the supply of insulin. You do not, however, describe the importance of this supply agreement to your business in the Business section or elsewhere in the Form 10-K. Please tell us why you believe this agreement is still a material contract, and to the extent that it is a material contract, please revise your Business desc ription to describe the material terms of the agreement.
Mr. Alfred E. Mann MannKind Corporation October 31, 2008 Page 2
2. Throughout the Form 10-K you make refe rence to intellectual property and patents you have licensed. Y ou also state that your success depends, in large part, on your ability to obtain and maintain intellectual property protection for your technology. To the extent that these licenses are material to your business, please revise your Business section to summari ze the material terms of the license agreements. Your summary should descri be payment provisions, the existence of royalty provisions, aggregate mileston es, usage restrictions, exclusivity provisions, obligations/rights to defend, ot her rights obtained and obligations that must be met to keep the license in place, duration and termination provisions. Please also include any material license agre ements as exhibits to the Form 10-K.
* * *
Please respond to these comments within 10 business days or tell us when you will provide us with responses. Please furnish a letter that keys your response to our comments and provide the requested information. Detailed letters gr eatly facilitate our review. Please furnish your letter on EDGAR under the form type label CORRESP. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our co mments, please provide, in your letter, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comment on your filing.
Mr. Alfred E. Mann MannKind Corporation October 31, 2008 Page 3
Please contact Michael Rosenthall at (202) 551-3674 or Soni a Barros at (202) 551-3655 with any questions. S i n c e r e l y ,
J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r
Show Raw Text
Mail Stop 6010
October 31, 2008
Mr. Alfred E. Mann Chief Executive Officer MannKind Corporation 28903 North Avenue Paine Valencia, CA 91355
Re: MannKind Corporation
Form 10-K
Filed March 14, 2008
File No. 000-50865
Dear Mr. Mann:
We have reviewed your filing and have the following comments. Where the
comments request you to revise disclosure, the information you provide should show us
what the revised disclosure will look like a nd identify the annual or quarterly filing, as
applicable, in which you intend to first incl ude it. If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse. After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note that you have included as an exhibit to the Form 10-K your supply
agreement with Diosynth B.V., which is for the supply of insulin. You do not,
however, describe the importance of this supply agreement to your business in the
Business section or elsewhere in the Form 10-K. Please tell us why you believe
this agreement is still a material contract, and to the extent that it is a material contract, please revise your Business desc ription to describe the material terms of
the agreement.
Mr. Alfred E. Mann
MannKind Corporation
October 31, 2008
Page 2
2. Throughout the Form 10-K you make refe rence to intellectual property and
patents you have licensed. Y ou also state that your success depends, in large part,
on your ability to obtain and maintain intellectual property protection for your
technology. To the extent that these licenses are material to your business, please
revise your Business section to summari ze the material terms of the license
agreements. Your summary should descri be payment provisions, the existence of
royalty provisions, aggregate mileston es, usage restrictions, exclusivity
provisions, obligations/rights to defend, ot her rights obtained and obligations that
must be met to keep the license in place, duration and termination provisions. Please also include any material license agre ements as exhibits to the Form 10-K.
* * *
Please respond to these comments within 10 business days or tell us when you
will provide us with responses. Please furnish a letter that keys your response to our
comments and provide the requested information. Detailed letters gr eatly facilitate our
review. Please furnish your letter on EDGAR under the form type label CORRESP.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Mr. Alfred E. Mann
MannKind Corporation
October 31, 2008
Page 3
Please contact Michael Rosenthall at (202) 551-3674 or Soni a Barros at (202)
551-3655 with any questions. S i n c e r e l y ,
J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r