SecProbe.io

October 23, 201 4

Via E -mail
Matthew J. Pfeffer
Corporate Vice President and
Chief Financial Officer
Mannkind Corporation
28903 North Avenue Paine
Valencia, CA  91355

Re: Mannkind  Corporation
   Form 10-K for the Fiscal Year Ended December  31, 2013
   Filed March  3, 201 4
File No. 0-50865

Dear M r. Pfeffer :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document .  In our comment, we ask
that you provide us information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when yo u will provide the requested response.   If you do not
believe  the comment appl ies to your facts and circumstances, please tell us why in your
response.   Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response to our commen t.

After reviewing the information provided, we may raise additional comment s and/or
request that you amend your filing.

Notes to Consolidated Financial Statements
Note 16.  Facility financing agreement
Milestone Rights, page 112

1. Please provide us the following information regarding your Milestone Rights:
 What specific feature  you have identified as the “indexing feature” under ASC 470 -
10-25 and how you determined that this feature qualified as an indexing feature under
this guidance,
 How you determined that the indexing feature is not an embedded derivative that
would require bifurcation under ASC 815 -15-25, and;
 How you determined that the value of the indexing feature should only be remeasured
at the achievement of a milestone and not at each reporting date.

Matthew J. Pfeffer
Mannkind Corporation
October 23, 201 4
Page 2

 We urge  all persons who are responsible for the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a  company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequac y 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 comments as a defe nse in any proceeding initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact  Senior Staff Accountants  Mary Mast  at (202) 551 -3613 or Dana Hartz
at (202) 551 -3648 if you have any questions regardin g the comm ent.  In this regard, do not
hesitate to contact me at (202) 551 -3679.
Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant