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CORRESP
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corresp

November 12, 2008

via edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549-6010

Attn: Mr. Jeffrey P. Riedler

    Re:

    MannKind Corporation

    SEC File No. 000-50865

Ladies and Gentlemen:

We are filing this letter via EDGAR in response to the letter dated October 31, 2008, from Jeffrey
P. Riedler, Assistant Director, to Alfred E. Mann, Chief Executive Officer of MannKind Corporation
(the “Company”), which contained the staff’s comments regarding the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2007. The comments in the letter are repeated below
and each comment is followed by the Company’s response.

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 description to
describe the material terms of the agreement.

    In November 2007, the Diosynth supply agreement was superseded by a new supply agreement
with N.V. Organon, which owns Diosynth. The Organon agreement was filed as Exhibit 10.30
with the Form 10-K, and the Company described the importance of the agreement to its
business in the Business section under “Manufacturing and Supply” and elsewhere in the Form
10-K. The Company inadvertently left the reference to the Diosynth agreement in the exhibit
index to the Form 10-K and will remove the reference in its future filings with the
Commission.

    2.

    Throughout the Form 10-K you make reference to intellectual property and patents you have
licensed. You 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 summarize the
material terms of the license agreements. Your summary should describe payment provisions,
the existence of royalty provisions, aggregate milestones, usage restrictions, exclusivity
provisions, obligations/rights to defend, other rights obtained and obligations that must be
met to keep the license in place, duration and termination provisions. Please also include
any material license agreements as exhibits to the Form 10-K.

    The references in the Form 10-K to licensed intellectual property relate to research tools
that the Company has licensed to support its research and development efforts in the area of
cancer immunotherapy. The Company has developed internally all of the intellectual property
relating to its lead investigational product candidate for the treatment of diabetes, the
Technosphere Insulin System. Since the Company’s cancer immunotherapy program is at a very
early stage and the Company is currently being evaluated entirely on the success of the
Technosphere Insulin System, the Company believes that its existing license agreements are
not material to its business. Of course, if the Company enters into a license agreement
that is material to its business or any license agreement becomes material, the Company will
include the requested disclosure with regard to such agreement in its future filings with
the Commission.

In connection with this response, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to its filings; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please call the undersigned at (661) 775-5300 if you have any further questions or comments.

Sincerely,

/s/ David Thomson

David Thomson

Corporate Vice President, General Counsel

     and Corporate Secretary

    cc:

    Mr. Alfred E. Mann

    Mr. Matthew J. Pfeffer

    D. Bradley Peck, Esq.