SecProbe.io

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 July 24, 2025

Christopher Prentiss
Chief Financial Officer
MannKind Corporation
1 Casper Street
Danbury, Connecticut 06810

 Re: MannKind Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 26, 2025
 File No. 000-50865
Dear Christopher Prentiss:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
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</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 July 18, 2025
 VIA EDGAR United States Securities
and Exchange Commission Division of Corporation Finance
 Office of Life Sciences 100 F Street, N.E.
 Washington, D.C. 20549-3628 Attention: Frank Wyman
 Angela Connell

 Re:
 MannKind Corporation

  
 Form 10-K for the Fiscal Year Ended December 31, 2024

  
 Filed February 26, 2025

  
 File No. 000-50865
 Dear Frank Wyman and Angela Connell: We are writing in response
to the comment received from the staff (the “ Staff ”) of the Securities and Exchange Commission by letter dated July 14, 2025, with respect to the above-referenced filing of MannKind Corporation (the
“ Company ”). For your convenience, we have repeated the Staff’s comment before the Company’s response below. Form 10-K for Fiscal Year Ended December 31, 2024 Management’s Discussion and Analysis of Financial
Condition and Results of Operations Results of Operations, page 50

 1.
 We acknowledge the information provided in your response. Please confirm that you will revise your
discussion of your results of operations in future filings to provide a more granular discussion of your Collaboration and service revenue and cite the specific factors underlying significant changes in the periods presented. In this regard,
consider disclosing the information addressed in the first two bullets of your response. Response : The Company confirms that
in future filings it will provide a more granular discussion of Collaboration and services revenue and cite the specific factors underlying significant changes in the periods presented. The Company further confirms that it will consider disclosing
the information addressed in the first two bullets of the Company’s letter, dated July 2, 2025, responding to the comments of the Staff contained in its June 18, 2025 letter.
 ***** The Company respectfully requests
the Staff’s assistance in completing the review of the Company’s response as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or
questions regarding this response letter to me at (818) 661-5000.

 Sincerely,

 /s/ Christopher Prentiss

 Christopher Prentiss

 Chief Financial Officer

 MannKind Corporation

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 July 18, 2025 Page
 2

 cc:

 Michael E. Castagna

 Chief Executive Officer

 MannKind Corporation

 Asa M. Henin

 Cooley LLP

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<TEXT>
 July 14, 2025

Christopher Prentiss
Chief Financial Officer
MannKind Corporation
1 Casper Street
Danbury, Connecticut 06810

 Re: MannKind Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 26, 2025
 File No. 000-50865
Dear Christopher Prentiss:

 We have reviewed your July 2, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 18,
2025 letter.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 50

1. We acknowledge the information provided in your response. Please confirm
that you
 will revise your discussion of your results of operations in future
filings to provide a
 more granular discussion of your Collaboration and service revenue and
cite the
 specific factors underlying significant changes in the periods
presented. In this regard,
 consider disclosing the information addressed in the first two bullets
of your response.
 July 14, 2025
Page 2

 Please contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 CORRESP

 July 2, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, N.E. Washington, D.C. 20549-3628
 Attention: Frank Wyman Angela Connell

 Re:
 MannKind Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 26, 2025
 File No. 000-50865
 Dear Frank Wyman and Angela Connell: We are writing in response
to the comment received from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated June 18, 2025 with respect to the above-referenced filing
(the “ Form 10-K ”) of MannKind Corporation (the “ Company ”). For your convenience, we have repeated the Staff’s comment before the Company’s response
below. Form 10-K for Fiscal Year Ended December 31, 2024
 Notes to Consolidated Financial Statements 11.
Collaborations, Licensing and Other Arrangements, page 94

 1.
 We note your responses to prior comments one and two. Please address the following as it relates to
collaboration and services revenue earned under your CSA with UT:

 •

 Quantify, for each period presented, the portion of revenues earned from product sales to UT on a cost plus
margin basis as well as the portion of previously deferred revenue recognized for pre-production activities under the CSA.

 •

 Describe and quantify the key factors underlying the increase in product sales to UT, including changes in
production cost, margin and facility utilization expense and any other variables as referenced in the CSA.

 •

 Provide a rollforward of your deferred revenue balance, similar to the disclosure provided on page 94, for
each performance obligation.

 •

 Explain your consideration of providing the disclosures required by ASC 606-10-50-13 for each of your remaining performance obligations.

 •

 Disclosure in your December 31, 2023 Form 10-K
indicates that the significant increase in deferred revenue during 2023 was primarily related to the capital improvements for the expansion of your manufacturing facility and that you determined that the revenue recognition associated with the
capital improvements should be combined with the manufacturing services performance obligation. Clarify how this additional deferred revenue was determined. For example, did UT fund the cost of your facility expansion and if so, how much of your
deferred revenue balance relates to such expansion?

 •

 Provide us with an unredacted copy of the CSA, as amended. Please discuss with staff how to submit such
materials.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 July 2, 2025 Page 2

 Response : The Company respectfully acknowledges the Staff’s comment and provides the following
responses to each part of the question above.

 •

 Quantify, for each period presented, the portion of revenues earned from product sales to UT on a cost plus
margin basis as well as the portion of previously deferred revenue recognized for pre-production activities under the CSA.
 The Company acknowledges the comment and respectfully notes revenue recognized under the CSA for manufacturing services is comprised of sale of product,
inclusive of sales to UT on a cost plus margin basis, recognition of previously deferred revenue, as well as reimbursements from other agreements for individual performance obligations which are accounted for separately. The portion of revenue
related to each deliverable included in total CSA revenue for each period presented is as follows:

 Year Ended December 31,

 2024

 2023

 2022

 CSA Revenue

 Sale of product (1)

 $
 77,006

 $
 49,289

 $
 21,482

 Recognition of previously deferred revenue

 12,170

 2,736

 604

 Other agreements

 7,052

 — 

 — 

 Total UT CSA Revenue

 $
 96,228

 $
 52,025

 $
 24,826

 (1)
 Sale of product primarily represents sales to UT on a cost plus margin basis, however, also included revenue
related to fully reimbursable costs associated with product sales and other miscellaneous charges of $4.8 million, $5.7 million and $4.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
 To further describe the revenue recognized under other agreements, the Company references the following disclosure included in Footnote
 11- Collaborations, Licensing and Other Arrangements, as revised for additional clarity ( bolded text below represents proposed additions):
 During 2024, the Company also entered into additional agreements for individual performance obligations which are accounted for separately as they are distinct
from Manufacturing Services and offered at a standalone selling price, for which we received revenue of $7.1 million for the year ended December 31, 2024 and none for the year
ended December 31, 2023 .

 •

 Describe and quantify the key factors underlying the increase in product sales to UT, including changes in
production cost, margin and facility utilization expense and any other variables as referenced in the CSA.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 July 2, 2025 Page 3

 The Company acknowledges the comment and respectfully notes that the sale of product for the year ended
December 31, 2024 of $79.5 million increased by $30.2 million or 61% when compared to product sales of $49.3 million for the year ended December 31, 2023. The increase was primarily driven by the increase in the number of
units sold of 109%, offset by lower revenue per unit sold primarily due to a decrease in the cost of revenue per unit of 33%, given the cost plus margin agreement. The cost of revenue per unit decreased due to increased efficiencies in the
manufacturing process as well as a lower fixed cost per unit due to the increase in units produced. The increase in production was driven by our facility expansion, which included additional filling lines and other equipment in order to meet the
demand for Tyvaso DPI projected over the next several years. The costs of this expansion project were primarily funded by UT, with such being recorded as deferred revenue, as the associated performance obligation had not yet been fully satisfied.

 •

 Provide a rollforward of your deferred revenue balance, similar to the disclosure provided on page 94, for
each performance obligation. The Company acknowledges the comment and respectively notes that amounts of deferred revenue not
related to the UT CSA deliverable were immaterial or have been recognized as the underlying performance obligations have been completed for the periods disclosed. We also note that the deferred revenue balance resulting from the CSA at
December 31, 2024 relates to a single performance obligation, given completion of other performance obligations under the arrangement during the prior periods. To further describe the deferred revenue balance at each period end, the Company
references the following disclosure included in Footnote 11- Collaborations, Licensing and Other Arrangements, as revised for additional clarity ( bolded text below represents proposed additions):
 Also during 2024, the Company and UT concluded the Next-Gen R&D Services performance obligation, which
resulted in the recognition of the remaining $2.9 million of deferred revenue. The deferred revenue balance at December 31, 2024 relates solely to a single, partially satisfied performance
obligation pursuant to the CSA, which will be recognized as product is delivered over the CSA term based on the measurement of progress.

 •

 Explain your consideration of providing the disclosures required by ASC 606-10-50-13 for each of your remaining performance obligations.
 The Company has considered and addressed the disclosures required under ASC 606-10-50-13, which states: An entity shall disclose the following information about its remaining
performance obligations:

 a)
 The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied
(or partially unsatisfied) as of the end of the reporting period

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 July 2, 2025 Page 4

 b)
 An explanation of when the entity expects to recognize as revenue the amount disclosed in accordance with
paragraph 606-10-50-13(a), which the entity shall disclose in either of the following ways:

 1.
 On a quantitative basis using the time bands that would be most appropriate for the duration of the
remaining performance obligations

 2.
 By using qualitative information.
 We respectfully note that as of December 31, 2024, the only remaining performance obligation that continues to be partially satisfied under the CSA and
UT License Agreement was Manufacturing Services. Included in our disclosures (Footnote 11 – Collaborations, Licensing and Other Arrangements, and as also presented below), is the amount of deferred revenue which is the aggregate amount of the
transaction price allocated to performance obligations that is partially unsatisfied, the period over which the Company expects to recognize the revenue which is the CSA term, and a measurement of recognition which is the delivery of product under
the CSA agreement. To more clearly disclose, in future periodic reports filed with the Commission, the Company will provide the revised disclosure to
Footnote 2 – Summary of Significant Accounting Policies, highlighting the timing of recognition of deferred revenue, as proposed in our letter dated June 5, 2025. The proposed revisions clarify recognition of deferred revenue based on
measurement of progress over the term of the CSA. Additionally, the Company will provide the following revised disclosure to Footnote 11 –
Collaborations, Licensing and Other Arrangements to clarify the impact of the recognition of deferred revenue in the fluctuation of Collaboration and services revenue ( bolded text below represents proposed additions):
 As of December 31, 2024, deferred revenue from UT consisted of $62.4 million, of which $12.3 million was classified as current and
$50.1 million was classified as long-term on the consolidated balance sheet. As of December 31, 2023, deferred revenue consisted of $77.5 million, of which $8.9 million was classified as current and $68.6 million was
classified as long-term on the consolidated balance sheet. The Company determined that the revenue recognition associated with the facility expansion should be combined with the Manufacturing Services performance obligation. The deferred
revenue balance at December 31, 2024 relates solely to a single partially satisfied performance obligation pursuant to the CSA which will be recognized as product is delivered over the CSA term based on the
measurement of progress.

 •

 Disclosure in your December 31, 2023 Form 10-K
indicates that the significant increase in deferred revenue during 2023 was primarily related to the capital improvements for the expansion of your manufacturing facility and that you determined that the revenue recognition associated with the
capital improvements should be combined with the manufacturing services performance obligation. Clarify how this additional deferred revenue was determined. For example, did UT fund the cost of your facility expansion and if so, how much of your
deferred revenue balance relates to such expansion?

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 July 2, 2025 Page 5

 The Company respectfully acknowledges the Staff’s comment and notes that pursuant to the CSA , UT funded
all the agreed upon pre-production activities, including the facility expansion and other administrative services that is combined with Manufacturing Services performance obligation for revenue recognition
purposes. The Company will provide the following revised disclosure to Footnote 11 – Collaborations, Licensing and Other Arrangements to further clarify the funding source to determine such amounts and treatment
( bolded text below represents proposed additions): As of December 31, 2024, deferred revenue from UT consisted of
$62.4 million, of which $12.3 million was classified as current and $50.1 million was classified as long-term on the consolidated balance sheet. As of December 31, 2023, deferred revenue consisted of $77.5 million, of which
$8.9 million was classified as current and $68.6 million was classified as long-term on the consolidated balance sheet. The Company determined that the revenue recognition associated with the facility expansion should be combined with the
Manufacturing Services performance obligation. The deferred revenue balance included $61.3 million and $68.9 million of UT funded
 pre-production activities under the CSA, such as facility expansion services and other administrative services as of December 31, 2024 and 2023, respectively. The deferred
revenue balance at December 31, 2024 relates solely to a single partially satisfied performance obligation pursuant to the CSA which will be recognized as product is delivered over the CSA term based on the
measurement of progress.

 •

 Provide us with an unredacted copy of the CSA, as amended. Please discuss with staff how to submit such
materials. As requested, we are supplementally providing the Staff with an unredacted copy of the CSA and amendments pursuant to 17
C.F.R. § 200.3. ***** The
Company respectfully requests the Staff’s assistance in completing the review of the Company’s response as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct
any further comments or questions regarding this response letter to me at (818) 661-5000.

 Sincerely,

 /s/ Christopher Prentiss

 Christopher Prentiss

 Chief Financial Officer

 MannKind Corporation

 cc:
 Michael E. Castagna
 Chief Executive Officer MannKind
Corporation Asa M. Henin
 Cooley LLP

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<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

Christopher Prentiss
Chief Financial Officer
MannKind Corporation
1 Casper Street
Danbury, Connecticut 06810

 Re: MannKind Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 26, 2025
 File No. 000-50865
Dear Christopher Prentiss:

 We have reviewed your June 5, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 16,
2025 letter.

Form 10-K for the Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
11. Collaborations, Licensing and Other Arrangements, page 94

1. We note your responses to prior comments one and two. Please address the
following
 as it relates to collaboration and services revenue earned under your
CSA with UT:
 Quantify, for each period presented, the portion of revenues earned
from product
 sales to UT on a cost plus margin basis as well as the portion of
previously
 deferred revenue recognized for pre-production activities under the
CSA.
 Describe and quantify the key factors underlying the increase in
product sales to
 UT, including changes in production cost, margin and facility
utilization expense
 and any other variables as referenced in the CSA.
 Provide a rollforward of your deferred revenue balance, similar to
the disclosure
 provided on page 94, for each performance obligation.
 June 18, 2025
Page 2

 Explain your consideration of providing the disclosures required
by ASC 606-10-
 50-13 for each of your remaining performance obligations.
 Disclosure in your December 31, 2023 Form 10-K indicates that the
significant
 increase in deferred revenue during 2023 was primarily related to
the capital
 improvements for the expansion of your manufacturing facility and
that you
 determined that the revenue recognition associated with the capital
improvements
 should be combined with the manufacturing services performance
obligation.
 Clarify how this additional deferred revenue was determined. For
example, did
 UT fund the cost of your facility expansion and if so, how much of
your deferred
 revenue balance relates to such expansion?
 Provide us with an unredacted copy of the CSA, as amended. Please
discuss with
 staff how to submit such materials.

 Please contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 June 5, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, N.E. Washington, D.C. 20549-3628
 Attention: Frank Wyman Angela Connell

 Re:
 MannKind Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 26, 2025
 File No. 000-50865
 Dear Frank Wyman and Angela Connell: We are writing in response
to the comments received from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated May 16, 2025 with respect to the above-referenced filing
(the “ Form 10-K ”) of MannKind Corporation (the “ Company ”). For your convenience, we have repeated the Staff’s comments before the Company’s responses
below. Form 10-K for Fiscal Year Ended December 31, 2024
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations, page 50

 1.
 We note that sales of Tyvaso DPI under your Commercial Supply Agreement (CSA) with United Therapeutics (UT)
account for the majority of your Collaboration and services revenue, which increased 90% from $53 million in 2023 to $100.9 million in 2024. Based on your disclosure on page 94 and
Section 3.01 of the CSA included as an Exhibit to your filing, it appears that such sales are made to UT on a cost plus margin basis. Given that the increase in your Cost of collaboration revenue in 2024 was only 41% compared to
the prior year, it would appear that you achieved higher margins on sales of Tyvaso DPI during 2024 than in 2023. However, your disclosure on page 50 attributes the increase in revenue solely to higher patient demand. Please clarify for us the
factors underlying the increase in Collaboration and services revenue and revise your disclosure in future filings accordingly.
 Response : The Company respectfully acknowledges the Staff’s comment and clarifies that while product sales are made to UT on a cost plus margin
basis, collaboration and service revenue also includes the recognition of deferred revenue for pre-production activities under the CSA, such as facility expansion and administrative services. Previously
deferred amounts are being recognized as product is delivered over the CSA term based on the measurement of progress. There are no incremental material deferred costs that are associated with the deferred revenue.
 In future periodic reports filed with the Commission, the Company will provide the following revised disclosure to clarify the impact of the recognition of
deferred revenue in the fluctuation of Collaboration and services revenue ( bolded text below represents proposed additions):

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 June 5, 2025 Page
 2

 Collaborations and Services - Net revenue from collaborations and services increased by $47.9 million,
or 90%, for the year ended December 31, 2024 compared to the prior year. The increase in revenue was primarily attributable to increased manufacturing volume for product sold to UT and recognition of deferred revenue .
 Notes to Consolidated Financial Statements 2. Summary
of Significant Accounting Policies Revenue Recognition - Collaboration and Services, page 79

 2.
 You disclose that revenue under your CSA with UT is recognized for the supply of product at a point in time,
once control has transferred to UT. In your auditors’ Critical Audit Matter discussion, they disclose that revenue is recognized based on the measure of progress as the performance obligation is satisfied and that forecasted revenue over the
contract term is utilized in determining the measure of progress. Please revise your accounting policy disclosure in future filings to disclose the method used to measure revenue under your CSA as well as the significant judgments used in
determining your measure of progress. Please also disclose how any changes in transaction price are recognized. Response :
The Company respectfully acknowledges the Staff’s comment and clarifies that Collaboration and services revenue includes both the sale of product recognized in accordance with purchase orders for the supply of product and the recognition
of previously deferred amounts for pre-production activities under the CSA, such as facility expansion and administrative services bundled under the Manufacturing Services performance obligation.
 Revenue is recognized for the supply of product at a point in time, once control is transferred to UT in accordance with the purchase orders from the customer
which represents distinct contracts and performance obligations and previously deferred amounts related to the Manufacturing Services performance obligation are recognized as product is delivered over the CSA term based on measurement of progress.
 Please note the following disclosures presented in Footnote 2 with respect to recognition of sale of product (emphasis added in bold ):
 “Following the FDA’s approval of Tyvaso DPI, UT began issuing purchase orders for the supply of product, which represents distinct
contracts and performance obligations under ASC 606. Revenue is recognized for the supply of product at a point in time, once control is transferred to UT .”
 Also, please note the following disclosure presented in Footnote 2 with respect to recognition of deferred revenue related to Manufacturing Services:
 “Revenue is recognized based on the measurement of progress as the performance obligation is satisfied and consideration received
that does not meet the requirements to satisfy the revenue recognition criteria is recorded as deferred revenue.”

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 June 5, 2025 Page
 3

 In addition, please note the following disclosure presented in Footnote 11 with respect to recognition of
deferred revenue related to Manufacturing Services and sale of product: “The activities and deliverables under the CSA and UT License
Agreement resulted in distinct performance obligations which include the: (1) R&D Services and License, (2) Next-Gen R&D Services, and (3) Manufacturing Services. The Manufacturing
Services performance obligation will be recognized as control of manufactured products is transferred to UT . The Company will sell product to UT under individual purchase orders which represent distinct performance obligations and is
recognized upon transfer of control .” We have also disclosed the following in Footnote 11 regarding changes in transaction price:
 “The effect of the modification on the transaction price and the measure of progress towards completion was de minimis . Therefore,
the modification did not result in a change in the activities and deliverables under the CSA .” However, in future periodic reports filed with
the Commission, the Company will provide the following revised disclosure to clarify the impact of the recognition of deferred revenue in the fluctuation of Collaboration and services revenue ( bolded text below represents proposed additions):
 Revenue Recognition - Collaborations and Services - The Company enters into licensing, research or other agreements under which the
Company licenses certain rights to its product candidates to third parties, conducts research or provides other services to third parties. The terms of these arrangements may include, but are not limited to payment to the Company of one or more of
the following: up-front license fees; development, regulatory, and commercial milestone payments; payments for commercial manufacturing and clinical supply services the Company provides; and royalties on net
sales of licensed products and sublicenses of the rights. As part of the accounting for these arrangements, the Company must develop assumptions that require judgment such as determining the performance obligation in the contract and determining the
stand-alone selling price for each performance obligation identified in the contract. With respect to the Company’s significant
collaboration and service agreement with UT that includes a long-term commercial supply agreement (as amended, the “CSA”), the Company has identified three distinct performance obligations: (1) the license, supply of product to be
used in clinical development, and continued development and approval support for Tyvaso DPI (“R&D Services and License”); (2) development activities for the next generation of the product
 (“Next-Gen R&D Services”); and (3) a material right associated with current and future manufacturing and supply of product (“Manufacturing Services”). Pre-production activities under the CSA, such as facility expansion services and other administrative services, were considered bundled services under the Manufacturing Services performance obligation as required by
ASC 606 , which were recorded as deferred revenue . Following the FDA’s approval of Tyvaso DPI, UT began issuing purchase orders for the supply of product, which represents distinct contracts and performance obligations under ASC
606. Revenue is recognized for the supply of product at a point in time, once control is transferred to UT, and deferred revenue is recognized as product is delivered over the CSA term based on the estimate of the measurement of
progress . See Note 11 - Collaborations, Licensing and Other Arrangements.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 June 5, 2025 Page
 4

 If an arrangement has multiple performance obligations, the allocation of the transaction
price is determined from observable market inputs, and the Company uses key assumptions to determine the stand-alone selling price, which may include development timelines, reimbursement rates for personnel costs, discount rates, and probabilities
of technical and regulatory success. Revenue is recognized based on the measurement of progress as the performance obligation is satisfied and consideration received that does not meet the requirements to satisfy the revenue recognition criteria is
recorded as deferred revenue. Current deferred revenue consists of amounts that are expected to be recognized as revenue in the next 12 months. Amounts that the Company expects will not be recognized within the next 12 months are classified as
long-term deferred revenue. For further information, see Note 11 - Collaborations, Licensing and Other Arrangements. The Company
recognizes upfront license payments as revenue upon delivery of the license only if the license is determined to be a separate unit of accounting from the other undelivered performance obligations. The undelivered performance obligations typically
include manufacturing or development services or research and/or steering committee services. If the license is not considered as a distinct performance obligation, then the license and other undelivered performance obligations would be evaluated to
determine if such should be accounted for as a single unit of accounting. If concluded to be a single performance obligation, the transaction price for the single performance obligation is recognized as revenue over the estimated period of when the
performance obligation is satisfied. If the license is considered to be a distinct performance obligation, then the estimated revenue is included in the transaction price for the contract, which is then allocated to each performance obligation based
on the respective standalone selling prices. Whenever the Company determines that an arrangement should be accounted for over time, the
Company determines the period over which the performance obligations will be performed, and revenue will be recognized over the period the Company is expected to complete its performance obligations. Significant management judgment is required in
determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement, including estimating future revenue to be earned over the CSA
contract term to determine the amount of deferred revenue to be recognized in the period . The Company’s collaboration
agreements typically entitle the Company to additional payments upon the achievement of development, regulatory and sales milestones. If the achievement of a milestone is considered probable at the inception of the collaboration, the related
 milestone payment is included with other collaboration consideration, such as upfront fees and research funding, in the Company’s revenue calculation. If these milestones are not considered probable at the inception of the collaboration,
the milestones will typically be recognized in one of two ways depending on the timing of when the milestone is achieved. If the milestone is improbable at inception and subsequently deemed probable of achievement, such will be added to the
transaction price, resulting in a cumulative adjustment to revenue. If the milestone is achieved after the performance period has been completed and all performance obligations have been delivered, the Company will recognize the milestone payment as
revenue in its entirety in the period the milestone was achieved.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 June 5, 2025 Page
 5

 The Company’s collaboration agreements, for accounting purposes, represent contracts
with customers and therefore are not subject to accounting literature on collaboration agreements. The Company grants licenses to its intellectual property, supplies raw materials, semi-finished goods or finished goods, provides research and
development services and offers sales support for the co-promotion of products, all of which are outputs of the Company’s ongoing activities, in exchange for consideration. Accordingly, the Company
concluded that its collaboration agreements must generally be accounted for pursuant to ASC 606. For collaboration agreements that allow
collaboration partners to select additional optioned products or services, the Company evaluates whether such options contain material rights (i.e., have exercise prices that are discounted compared to what the Company would charge for a similar
product or service to a new collaboration partner). The exercise price of these options includes a combination of licensing fees, event-based milestone payments and royalties. When these amounts in aggregate are not offered at a discount that
exceeds discounts available to other customers, the Company concludes the option does not contain a material right, and therefore is not included in the transaction price at contract inception. The Company assessed the CSA agreement with UT and
determined that a material right existed for the manufacturing services performance obligation. The transaction price is allocated to the material right as well as the remaining performance obligations in accordance with ASC 606. The Company also
evaluates grants of additional licensing rights upon option exercises to determine whether such should be accounted for as separate contracts. Any changes in transaction price is assessed by management as follows:

 •

 To the extent the change in estimated variable consideration relates to performance obligations that have
been partially or fully satisfied, the effect of the change is recognized as an adjustment to revenue in the period of the change. This adjustment is recorded on a cumulative catch-up basis, reflecting the
amount of revenue that would have been recognized if the revised estimate had been used since contract inception.

 •

 To the extent the change in estimated variable consideration relates to performance obligations that have
not yet been satisfied, the effect of the change is recognized prospectively over the remaining performance period. 3.
Pulmatrix Transaction, page 85

 3.
 Please provide a detailed analysis supporting your accounti

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

Christopher Prentiss
Chief Financial Officer
MannKind Corporation
1 Casper Street
Danbury, Connecticut 06810

 Re: MannKind Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 26, 2025
 File No. 000-50865
Dear Christopher Prentiss:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 50

1. We note that sales of Tyvasco DPI under your Commercial Supply Agreement
(CSA)
 with United Therapeutics (UT) account for the majority of your
Collaboration and
 services revenue, which increased 90% from $53 million in 2023 to $100.9
million in
 2024. Based on your disclosure on page 94 and Section 3.01 of the CSA
included as
 an Exhibit to your filing, it appears that such sales are made to UT on
a cost plus
 margin basis. Given that the increase in your Cost of collaboration
revenue in 2024
 was only 41% compared to the prior year, it would appear that you
achieved higher
 margins on sales of Tyvasco DPI during 2024 than in 2023. However, your
disclosure
 on page 50 attributes the increase in revenue solely to higher patient
demand. Please
 clarify for us the factors underlying the increase in Collaboration and
services revenue
 and revise your disclosure in future filings accordingly.
 May 16, 2025
Page 2

Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition - Collaboration and Services, page 79

2. You disclose that revenue under your CSA with UT is recognized for the
supply of
 product at a point in time, once control has transferred to UT. In your
auditors' Critical
 Audit Matter discussion, they disclose that revenue is recognized based
on the
 measure of progress as the performance obligation is satisfied and that
forecasted
 revenue over the contract term is utilized in determining the measure of
 progress. Please revise your accounting policy disclosure in future
filings to disclose
 the method used to measure revenue under your CSA as well as the
significant
 judgments used in determining your measure of progress. Please also
disclose how
 any changes in transaction price are recognized.

3. Pulmatrix Transaction, page 85

3. Please provide a detailed analysis supporting your accounting treatment
for the
 Pulmatrix Transaction as a business combination under ASC 805-10. Please
also
 provide us with copies of the Bill of Sale and Assignment Agreement,
Cross License
 Agreement and Master Services Agreement and explain your consideration
of filing
 these agreements as Exhibits to your filing. Finally, tell us your
consideration of
 providing disclosure in your future filings describing any material
rights or
 obligations under the contracts.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

April 3, 2019
Michael Castagna
Chief Executive Officer
MannKind Corporation
30930 Russell Ranch Road, Suite 300
Westlake Village, CA 91362
Re:MannKind Corporation
Registration Statement on Form S-3
Filed March 29, 2019
File No. 333-230633
Dear Dr. Castagna:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Carlos Ramirez, Esq.

CORRESP
1
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CORRESP

 MannKind Corporation

30930 Russell Ranch Road, Suite 300

Westlake Village, California 91362

 April
3, 2019

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:

Tonya Aldave

Re:

 MannKind Corporation (the “Company”)

Registration Statement on Form S-3 (File No. 333-230633)

Acceleration Request

Requested Date:

Friday, April 5, 2019

Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 to become effective at 4:30 p.m. Eastern Time on April 5, 2019 or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact Asa Michael Henin of Cooley LLP at
(858) 550-6104.

 Very truly yours,

MANNKIND CORPORATION

/s/ Steven B. Binder

 Steven B. Binder

 Chief Financial
Officer

CORRESP
1
filename1.htm

CORRESP

 MannKind Corporation

25134 Rye Canyon Loop, Suite 300

Valencia, CA 91355

 July 12, 2017

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Christine Westbrook

RE:
MannKind Corporation

 Registration Statement on Form S-1

Filed July 3, 2017

File No. 333-219136

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-1 to become effective at 4:30 p.m. Eastern Time on July 14, 2017, or as soon thereafter as is practicable.

Thank you for your assistance. If you should have any questions, please contact Asa Henin of Cooley LLP, counsel to the Registrant, at
(858) 550-6104.

MANNKIND CORPORATION

By:

 /s/ David Thomson

David Thomson, Ph.D., J.D.

Corporate Vice President, General Counsel and Secretary

July 10, 2017
Michael E. Castagna
Chief Executive Officer
Mannkind Corporation
25134 Rye Canyon Loop, Suite 300
Valencia, CA 91355
Mannkind Corporation
Registration Statement on Form S-1
Filed July 3, 2017
File No. 333-219136Re:
Dear Mr. Castagna:
        This is to advise you that we have not reviewed and will not review your registration
statement.
        Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
        Please contact Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare and
Insurance
cc: Asa Henin, Esq.

Mail Stop 4720

April 26 , 2016

Mathew J. Pfeffer
Chief Executive Officer
MannKind Corporation
25134 Rye Canyon Loop, Suite 300
Valencia, CA 91355

Re: MannKind Corporation
  Registration Statement on Form S-3
Filed  April 18, 2016
  File No.  333-210792

Dear Mr. Pfeffer :

This is to advise you that we have not reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  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 the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

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

Matthew J. Pfeffer
MannKind Corporation
April 26 , 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Joshua Samples , Staff Attorney,  at (202) 551 -3199  or Joseph McCann,
Staff Attorney, at (202) 551 -6262  with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Sean Clayton
 Cooley LLP

CORRESP
1
filename1.htm

Acceleration Request

 MANNKIND CORPORATION

25134 Rye Canyon Loop, Suite 300

Valencia, CA 91355

 April 26, 2016

VIA EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Suzanne Hayes

Joseph McCann

Re:
MannKind Corporation (the “Company”)

Registration Statement on Form S-3 (File No. 333-210792)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:30 p.m. Eastern Time on April 27, 2016 or as
soon thereafter as is practicable.

 In connection with this request, the Company acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

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

 If you have any questions regarding this request, please contact Sean M. Clayton of Cooley LLP at (858) 550-6034.

Very truly yours,

MANNKIND CORPORATION

By:

/s/ David Thomson

David Thomson, Ph.D., J.D.

Corporate Vice President, General Counsel and Secretary

December 5 , 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 completed our review of your filing.   We remind you that our comment  or
changes to disclo sure in response to our comment  does not foreclose the Commission from
taking any action with respect to the company or the filing 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 l aws of the United States.   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 the
information in the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Joel Parker

Joel Parker
Accounting Branch Chief

CORRESP
1
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CORRESP

 November 4, 2014

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

 Attn: Jim B.
Rosenberg

RE:
MannKind Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2013

 Filed March 3, 2014

File No. 0-50865

 Dear
Mr. Rosenberg:

 On behalf of Mannkind Corporation (the “Company”, “we”, “us” or “our”), set forth below are
the Company’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission in the Staff’s comment letter dated October 23, 2014. For convenience, the text of the Staff’s
comments appears in italics below. Capitalized terms used but not defined in this letter have the meanings given to them in the Company’s Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”).

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.

Response:

 The Company
respectfully provides the following responses to the Staff’s comments described above. In our responses below we aim to describe the thought processes we considered and the judgments we made at the time of entering into the Milestone Rights
Agreement.

•

The Company has identified the Milestone Events described in the table below as the “indexing feature” under ASC 470-10-25.

 Milestone Event

Payment Amount

 Product Partner

$
5 million

 Product Launch

$
10 million

 $50 million cumulative net sales

$
5 million

 $100 million cumulative net sales

$
5 million

 $150 million cumulative net sales

$
5 million

 $200 million cumulative net sales

$
5 million

 $250 million cumulative net sales

$
5 million

 $300 million cumulative net sales

$
5 million

 $400 million cumulative net sales

$
5 million

 $500 million cumulative net sales

$
5 million

 $750 million cumulative net sales

$
10 million

 $1,000 million cumulative net sales

$
10 million

 $1,500 million cumulative net sales

$
15 million

 Specifically, the guidance outlined in ASC 470-10-25-3 states, in part, “Debt instruments may be issued
with both guaranteed and contingent payments. The payments may be linked to the price of a specified commodity (for example, oil) or a specific index (for example, the S&P 500).” Management notes that the Milestone Rights represent an
obligation of the Company to make pre-specified contingent payments upon the achievement of the Milestone Events. As such, it is Management’s view that the Milestone Rights represent a liability that should be accounted for using the guidance
applicable to indexed debt.

 In reaching this conclusion, Management considered a number of other accounting alternatives including whether
the Milestone Rights meet the definition of a derivative, whether the fair value option would be elected or whether the Milestone Rights should be accounted for under ASC 450. For the reasons described in the second bullet point below, the Milestone
Rights do not meet the definition of a derivative. Furthermore, Management elected not to apply the fair value option to the Milestone Rights. In light of these accounting conclusions, Management believes there is no clear guidance under
US GAAP applicable to the accounting for the Milestone Rights and judgment must be applied. In applying this judgment, Management considered whether the Milestone Rights should be accounted for under ASC 450. In considering the application of
ASC 450, Management noted that the Milestone Rights meet the definition of a financial liability because they represent a contract that imposes an obligation on the Company to deliver cash on potentially unfavorable terms. Management further
believes that the payments made under the Milestones Rights represent both a return on the holders’

investment and a return of the holders’ investment (by way of a pay down of the initial principal amount invested), rather than the realization of a loss contingency. As such Management
believes that due to the fact that the Milestone Rights are financial liabilities, the guidance in ASC 470 is more appropriate to apply than the guidance in ASC 450. In considering the guidance in ASC 470, Management believes that the guidance
applicable to indexed debt is reasonable to apply to the Milestone Rights given the contingent nature of the payments that are indexed to the occurrence of the Milestone Events.

•

Management first considered whether the Milestone Rights meet the definition of a freestanding derivative in its entirety. The analysis of the Milestone Rights pursuant to ASC 815-10-15-83 is follows:

ASC 815-10-15-83(a)(1) – One or more underlyings: This condition is met as the probability of the Product Partner and Product
Launch occurring as well as the Net Sales of the Product represent multiple underlyings.

 ASC 815-10-15-83(a)(2) – One or more
notional amounts or payment provisions or both: This condition is met as the Milestone Rights contain a payment provision in the form of a defined payment schedule.

ASC 815-10-15-83(b) – Initial Net Investment: This condition is met as the initial net investment is lower than what would
otherwise be paid to get the same exposure to the underlying. The Buyers paid approximately $18.9 million for the Milestone Rights. As such, Management believes that this amount is significantly lower than the cost to purchase the exclusive rights
to the Product.

 ASC 815-10-15-83(c) – Net Settlement: This condition is met as the Milestone Payments are made in cash and
thus meets the net settlement criteria of ASC 815-10-15-99(a). ASC 815-10-15-99(a) states that “neither party is required to deliver an asset that is associated with the underlying and that has a principal amount, stated amount, face value,
number of shares, or other denomination that is equal to the notional amount (or the notional amount plus a premium or minus a discount).” Management noted that the cash payment is not considered associated with the underlying and therefore,
the net settlement criterion is met.

 As such, Management determined the Milestone Rights meet the definition of a freestanding derivative
under ASC 815-10-15-83. However, Management then considered the guidance in ASC 815-10-15-10 that states “the guidance in the General Subsections of this Subtopic applies to all derivative instruments, as that term is defined in paragraph
815-10-15-83, unless explicitly excluded by this Subsection (see paragraphs 815-10-15-13 through 15-82)” As such, pursuant to the aforementioned guidance, Management considered whether the Milestone Rights met one of the scope exceptions
outlined in ASC 815. If the Milestone Rights met one of the ASC 815 scope exceptions they would not be subject to the provisions of ASC 815 and therefore would not be required to be accounted for as derivatives.

 With regard to the scope exceptions outlined in ASC 815, Management considered the scope
exception described in ASC 815-10-15-59 through 15-62 (i.e., Certain Contracts That Are Not Traded on an Exchange). The guidance outlined in ASC 815-10-15-59 states, in part, “Contracts that are not exchange-traded are not subject to the
requirements of this Subtopic if the underlying on which the settlement is based is any one of the following:

d.
Specified volumes of sales or service revenues of one of the parties to the contract. (This scope exception applies to contracts with settlements based on the volume of items sold or services rendered, for example,
royalty agreements. This scope exception does not apply to contracts based on changes in sales or revenues due to changes in market prices.)”

Furthermore, the guidance outlined in ASC 815-10-15-60 states, “If a contract has more than one underlying and some, but not all, of them
qualify for one of the scope exceptions in the preceding paragraph, the application of this Subtopic to that contract depends on its predominant characteristics. That is, the contract is subject to the requirements of this Subtopic if all of its
underlyings, considered in combination, behave in a manner that is highly correlated with the behavior of any of the component variables that do not qualify for a scope exception.”

In analyzing the Milestone Rights under this scope exception, Management noted that the majority of the underlyings relate to the Net Sales of
the Product. However, two of the underlyings relate to binary events – (i) obtaining a Product Partner and (ii) launching the Product. Management believes, while the first two underlyings do not relate to sales revenue, the remaining
underlyings that do relate to sales revenue are predominant and would thus have a greater impact on the changes in the value of the Milestone Rights. As such, when considering the underlyings in their entirety, Management concluded that the
combination of the underlyings are not highly correlated with component variables that don’t qualify for the exception. Therefore, Management determined that the Milestone Rights qualify for the scope exception described in ASC 815-10-15-59
through 15-62 and are therefore not subject to the provisions of ASC 815.

 Furthermore Management believes for the reasons articulated
above the “indexing feature” is also not an embedded derivative that is required to be bifurcated from the host contract and accounted for separately under ASC 815-15-25. Specifically the “indexing feature” qualifies for the
scope exception described in ASC 815-10-15-59 through 15-62 for the reasons discussed above and therefore is excluded from the scope of ASC 815 per the provisions of ASC 815-10-15-10. Given the “indexing feature” is excluded from the
scope of ASC 815, the provisions of ASC 815-15-25-1(c) has not been met resulting in the “indexing feature” not being an embedded derivative that requires bifurcation from the Milestone Rights.

•

In accounting for indexed debt, Management considered the guidance in ASC 470-10-35-4 that states, “As the applicable index value increases such that an issuer would be required to pay an investor a contingent
payment at maturity, the issuer shall recognize a

 liability for the amount that the contingent payment exceeds the amount, if any, originally
attributable to the contingent payment feature. The liability for the contingent payment feature shall be based on the applicable index value at the balance sheet date and shall not anticipate any future changes in the index value. When no proceeds
are allocated originally to the contingent payment, the additional liability resulting from the fluctuating index value shall be accounted for as an adjustment of the carrying amount of the debt obligation.”

Management believes that remeasuring the debt only upon the achievement of the Milestone is consistent with the guidance in ASC 470-10-35-4
which specifically states that “the liability for the contingent payment feature shall be based on the applicable index value at the balance sheet date and shall not anticipate any future changes in the index value.” Management believes
the aforementioned guidance supports recognizing the liability based on the number of Milestone Events achieved at the balance sheet date and the Company should not anticipate any future changes to the number of Milestone Events that may be met when
measuring the liability. Therefore Management determined that at each point in time when a Milestone Event is achieved, the portion of the initial liability pertaining to that Milestone Event will be remeasured to an amount equal to the Milestone
Payment. The change in the balance of the liability that occurs upon remeasurement would be recorded in the P&L as interest expense.

Acknowledgement:

 The Company acknowledges 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any additional questions please contact me directly at (661) 775-5300.

Thank you for your consideration.

 /s/ Matthew J. Pfeffer

 Matthew J. Pfeffer

 Corporate
Vice President & Chief Financial Officer

 Mannkind Corporation

cc:
Ms. Rose Alinaya, Vice President Finance

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

November 17, 2011

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, 2010
   Filed on March 16, 2011
File No. 000-50865

Dear Mr. Pfeffer:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Joel Parker
Joel Parker Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 November 1, 2011

 Via EDGAR and FedEx

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
MannKind Corporation
Form 10-K for Fiscal Year Ended December 31, 2010
Filed on March 16, 2011
File No. 000-50865

Ladies and Gentlemen:

 This letter is
being transmitted by MannKind Corporation (the “Company”) in response to a follow-up verbal comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”), via telephone on October 20, 2011, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The text of the Staff’s verbal comment has been included in
the paragraph below in italics for your convenience.

 Notes to Consolidated Financial Statements

8. Senior convertible notes, page 79

 Please refer to your response in Comment No. 1. Please provide the proposed disclosure to be included in future period reports that clarifies that the maximum number of shares that could be
required to be delivered under the contract is fixed. Please also clarify in the disclosure that an analysis is performed each reporting date to confirm the maximum number of shares that could be required to be delivered under the contract is
less than the number of available authorized shares (authorized and unissued shares less the maximum number of shares that could be required to be delivered during the contract period under existing commitments).

Response:

 The
Company proposes to include in future periodic reports, beginning with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2011, disclosure comparable to the following disclosure for the year ended
December 31, 2010 (relevant disclosure is highlighted in bold and italics):

 On August 18, 2010, the Company completed
a Rule 144A offering of $100.0 million aggregate principal amount of 5.75% Senior Convertible Notes due 2015. The Notes due 2015 are governed by the terms of an indenture dated as of August 24, 2010 (the “2015 Note
Indenture”). The Notes due 2015 bear interest at the rate of 5.75% per year on the principal

amount, payable in cash semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2011. As of December 31, 2010, the Company had
accrued interest of $2.0 million related to the Notes due 2015. The Notes due 2015 are general, unsecured, senior obligations of the Company and effectively rank junior in right of payment to all of the Company’s secured debt, to the extent of
the value of the assets securing such debt, and to the debt and all other liabilities of the Company’s subsidiaries. The maturity date of the Notes due 2015 is August 15, 2015 and payment is due in full on that date for unconverted
securities. Holders of the Notes due 2015 may convert, at any time prior to the close of business on the business day immediately preceding the stated maturity date, any outstanding principal into shares of the Company’s common stock at an
initial conversion rate of 147.0859 shares per $1,000 principal amount, which is equal to a conversion price of approximately $6.80 per share, subject to adjustment. Except in certain circumstances, if the Company undergoes a fundamental change:
(1) the Company will pay a make-whole premium on the Notes due 2015 converted in connection with a fundamental change by increasing the conversion rate on such Notes due 2015, which amount, if any, will be based on the Company’s common
stock price and the effective date of the fundamental change, and (2) each holder of Notes due 2015 will have the option to require the Company to repurchase all or any portion of such holder’s Notes due 2015 at a repurchase price of 100%
of the principal amount of the Notes due 2015 to be repurchased plus accrued and unpaid interest, if any. The Company may elect to redeem some or all of the Notes due 2015 if the closing stock price has equaled 150% of the conversion price for at
least 20 of the 30 consecutive trading days ending on the trading day before the Company’s redemption notice. The redemption price will equal 100% of the principal amount of the Notes due 2015 to be redeemed, plus accrued and unpaid interest,
if any, to, but excluding, the redemption date, plus a make-whole payment equal to the sum of the present values of the remaining scheduled interest payments through and including August 15, 2015 (other than interest accrued up to, but
excluding, the redemption date). The Company will be obligated to make the make-whole payment on all the Notes due 2015 called for redemption and converted during the period from the date the Company mailed the notice of redemption to and including
the redemption date. The Company may elect to make the make-whole payment in cash or shares of its common stock, subject to certain limitations. Under the terms of the 2015 Note Indenture, the conversion option can be net-share settled and the
maximum number of shares that could be required to be delivered under the contract, including the make-whole shares, is fixed and less than the number of authorized and unissued shares less the maximum number of shares that could be required to be
delivered during the contract period under existing commitments. The Company performed an analysis at the time of the offering of the Notes due 2015 and each reporting date since and has concluded that the number of available authorized shares at
the time of the offering and each subsequent reporting date was in excess of the maximum number of shares that could be required to be delivered during the contract period under existing commitments, including the outstanding convertible notes,
stock options, restricted stock units, warrants and other potential common stock issuances.

 The Company incurred
approximately $4.2 million in issuance costs which are recorded as an offset to the Notes due 2015 in the accompanying condensed consolidated balance sheets. These costs are being amortized to interest expense using the effective interest method
over the term of the Notes due 2015.

 On December 12, 2006, the Company completed an offering of $115.0 million
aggregate principal amount of 3.75% Senior Convertible Notes due 2013, including $15.0 million aggregate principal amount of the Notes due 2013 sold pursuant to the underwriters’ over-allotment option that was exercised in full. The Notes due
2013 are governed by the terms of an indenture dated as of November 1, 2006 and a First Supplemental Indenture, dated as of December 12, 2006 (the “2013 Note Indenture”). The Notes due 2013 bear interest at the rate
of 3.75% per year on the principal amount, payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2007. The Company had accrued interest of $192,000 and $192,000 related to the Notes
due 2013 for the years ended December 31, 2009 and 2010, respectively. The Notes due 2013 are general, unsecured, senior obligations of the Company and effectively rank junior in right of payment to all of the Company’s secured debt, to
the extent of the value of the assets securing such debt, and to the debt and all other liabilities of the Company. The maturity date of the Notes due 2013 is December 15, 2013 and payment is due in full on that date for unconverted securities.
Holders may convert, at any time prior to the close of business on the business day immediately preceding the stated maturity date, any outstanding Notes due 2013 into shares of the Company’s common stock at an initial conversion rate of
44.5002 shares per $1,000 principal amount of Notes due 2013, which is equal to a conversion price of approximately $22.47 per share, subject to adjustment. Except in certain circumstances, if the Company undergoes a fundamental change: (1) the
Company will pay a make-whole premium on the Notes due 2013 converted in connection with a fundamental change by increasing the conversion rate on such Notes due 2013, which amount, if any, will be based on the Company’s common stock price and
the effective date of the fundamental change, and (2) each holder of the Notes due 2013 will have the option to require the Company to repurchase all or any portion of such holder’s Notes due 2013 at a repurchase price of 100% of the
principal amount of the Notes due 2013 to be repurchased plus accrued and unpaid interest, if any. Under the terms of the 2013 Note Indenture, the conversion option can be net-share settled and the maximum number of shares that could be
required to be delivered under the contract, including the make-whole shares, is fixed and less than the number of authorized and unissued shares less the maximum number of shares that could be required to be delivered during the contract period
under existing commitments. The Company performed an analysis at the time of the offering of the Notes due 2013 and each reporting date since and has concluded that the number of available authorized shares at the time of the offering and each
subsequent reporting date was in excess of the maximum number of shares that could be required to be delivered during the contract period under existing commitments, including the outstanding convertible notes, stock options, restricted stock units,
warrants and other potential common stock issuances.

 The Company incurred approximately $3.7 million in debt issuance
costs which are recorded as an offset to the debt in the accompanying balance sheet. These costs are being amortized to interest expense using the effective interest method over the term of the Notes due 2013.

Amortization of debt issuance expense in connection with the offerings of the Notes due 2015 and the Notes due 2013 during the years ended
December 31, 2008, 2009 and 2010 were $491,000, $513,000 and $787,000, respectively.

 ***

 The Company further acknowledges 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 SEC from taking any action with respect to the filing; and

•

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

 Please contact me at (661) 295-4784 with any questions or further comments regarding the Company’s
response to the Staff’s comment.

 Sincerely,

 MannKind Corporation

By:

/S/ MATTHEW J. PFEFFER

Corporate Vice President and

Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

 October 5, 2011

 Via EDGAR and FedEx

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
MannKind Corporation

Form 10-K for Fiscal Year Ended December 31, 2010

 Filed on March 16, 2011

 File No. 000-50865

Ladies and Gentlemen:

 This
letter is being transmitted by MannKind Corporation (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the
“SEC”), by letter dated September 22, 2011 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The text of the
Staff’s comments has been included in this letter in italics for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

 Notes to Consolidated Financial Statements

 8. Senior convertible notes, page
79

1.
 Please refer to your response to comment two. Clarify for us whether the make-whole provisions in the notes can be net-settled into a fixed
number of shares and the maximum number of shares that could be provided to the investor is less than the number of shares available. Refer to ASC 815-40-25-30. If that is not the case, please tell us why the conversion options are not required to
be accounted for as a derivative.

 Response:

The Company has two convertible notes offerings outstanding as of December 31, 2010: Notes due 2015 and Notes due 2013 (collectively,
the “Notes”). The Company assessed the make-whole provisions in each of the respective Notes. According to ASC 815-40-25-30, a make-whole provision would not preclude equity classification of a conversion option if the option
can be net-share settled and the maximum number of shares that could be required to be delivered under the contract (including the make-whole shares) is fixed and less than the number of available authorized shares. In the case of the Notes, each
Note provides for net-share settlement of the conversion option, as well as an explicit limit on the number of shares (inclusive of make-whole shares) to be delivered upon conversion by establishing a maximum conversion rate. In addition, the
Company performed an analysis at the time of each Note offering and each reporting date and concluded that the number of authorized shares at the time

of the offering and each subsequent reporting date was in excess of the maximum number of shares that could be required to be delivered during the contract period under existing commitments,
including the outstanding convertible debts, outstanding stock options, restricted stock units, warrants, and other potential common stock issuances. As both conditions of ASC 815-40-25-30 were met, the make-whole provision does not cause the
conversion option to be accounted for as a derivative for either the 2015 Notes or 2013 Notes.

 14. Commitments and contingencies, page
86

2.
 Please refer to the last sentence in your proposed disclosure in response to comment three regarding the second and third legal proceedings where
you state “As a result…” The fact that the damages are unspecified does not, in and of itself, justify that the reasonably possible loss or range of loss cannot be estimated. You may consider past experience, legal advice, etc., that
may still provide sufficient insight into developing the reasonably possible loss or range of loss.

Response:

The Company proposes to include in future periodic reports, beginning with the Company’s Quarterly Report on Form 10-Q for the
quarterly period ending September 30, 2011, disclosure comparable to the following disclosure for the quarter ended June 30, 2011 (relevant disclosure is highlighted in bold and italics):

Litigation — The Company is involved in various legal proceedings and other matters. In accordance with ASC 450
Contingencies, Accounting for Contingencies, the Company would record a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

On November 23, 2010, John Arditi, a former Senior Director – GCP – Regulatory Affairs of the Company, filed
a Demand for Arbitration against the Company and three of its employees – the Chief Scientific Officer, the Vice President - World Wide Regulatory Affairs, and the Chief Financial Officer – claiming that the Company terminated his
employment in retaliation for his purported reporting of alleged unlawful practices in connection with the Company’s clinical trials. Mr. Arditi has asserted claims for violation of the New Jersey Conscientious Employee Protection Act,
wrongful discharge, breach of contract, breach of the implied covenant of good faith and fair dealing, defamation and intentional infliction of emotional distress. Mr. Arditi is seeking, among other relief, compensatory and punitive damages and
counsel fees, costs and interest. Before Mr. Arditi filed his arbitration demand, the Company completed an internal investigation and retained an independent outside firm to conduct an independent investigation of Mr. Arditi’s claims.
Neither investigation found any basis for his claims. The Company believes the allegations made by Mr. Arditi are without merit and intend to defend against them vigorously. The Company has not accrued any liability in this matter, as the
Company does not believe it is probable that a loss has been incurred as of December 31, 2010. In addition, the Company believes that any reasonably possible losses which may be incurred would not be material to the financial statements as a
whole.

 Following the receipt of the Complete Response letter from the FDA regarding the NDA for
AFREZZA in January 2011 and the subsequent decline of the price of the Company’s common stock, several complaints were filed in the U.S. District Court for the Central District of California against the Company and certain of its officers and
directors on behalf of certain purchasers of the Company’s common stock. The complaints include claims asserted under Sections 10(b) and 20(a) of the Exchange Act and have been brought as purported shareholder class actions. In general, the
complaints allege that the Company and certain of its officers and directors violated federal securities laws by making materially false and misleading statements regarding the Company’s business and prospects for AFREZZA, thereby artificially
inflating the price of its common stock. The plaintiffs are seeking unspecified monetary damages and other relief. The complaints have been transferred to a single court and consolidated for all purposes. The court has appointed a lead plaintiff and
lead counsel and a consolidated complaint was filed on June 27, 2011. The Company plans to vigorously defend against the claims advanced. Based on the early stage of the claim and evaluation of the facts available at this time, the amount
or range of reasonably possible losses to which the Company is exposed cannot be estimated and the ultimate resolution of this matter and the associated financial impact to the Company, if any, remains uncertain at this time.

In February 2011, a shareholder derivative complaint was filed in the Superior Court of California for the County of Los Angeles against
the Company’s directors and certain of its officers. The complaints in the shareholder derivative action allege breaches of fiduciary duties by the defendants and other violations of law. In general, the complaint alleges that the
Company’s directors and certain of its officers caused or allowed for the dissemination of materially false and misleading statements regarding the Company’s business and prospects for AFREZZA, thereby artificially inflating the price of
its common stock. The plaintiffs are seeking unspecified monetary damages and other relief, including reforms to the Company’s corporate governance and internal procedures. The Superior Court of California for the County of Los Angeles has
consolidated the actions pending before it. Likewise, the U.S. District Court for the Central District of California has consolidated the actions pending before it. The U.S. District Court for the Central District of California has also appointed
lead plaintiffs and lead counsel and a consolidated complaint was filed on August 12, 2011. The Company plans to vigorously defend against the claims advanced. Based on the early stage of the claim and evaluation of the facts available at
this time, the amount or range of reasonably possible losses to which the Company is exposed cannot be estimated and the ultimate resolution of this matter and the associated financial impact to the Company, if any, remains uncertain at this
time.

 ***

 The Company further acknowledges 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 SEC from taking any action with respect to the filing;
and

•

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

 Please contact me at (661) 295-4784 with any questions or further comments regarding
the Company’s responses to the Staff’s comments.

 Sincerely,

MannKind Corporation

By:

 /s/ Matthew J. Pfeffer

Matthew J. Pfeffer

Corporate Vice President and

Chief Financial Officer

September 22, 2011

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, 2010
   Filed on March 16, 2011
File No. 000-50865

Dear Mr. Pfeffer:
 We have reviewed your August 31, 2011 response  to our August 18, 2011 letter and have
the following comments.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information you provide in response to these comments, we may
have additional comments and/or request that you amend your filing.
Notes to Consolidated Financial Statements

8. Senior convertible notes, page 79

1. Please refer to your response to comment two.  Clarify for us whether the make-whole
provisions in the notes can be net-settled in to a fixed number of shares and the maximum
number of shares that could be provided to the investor is le ss than the number of shares
available.  Refer to ASC 815-40-25-30.  If th at is not the case, pl ease tell us why the
conversion options are not required to  be accounted for as a derivative.

14. Commitments and contingencies, page 86

2. Please refer to the last sentence in your proposed disclosure in response to comment
three regarding the second and third le gal proceedings where you state “As a
result…”   The fact that the damages are uns pecified does not, in and of itself, justify
that the reasonably possible loss or range  of loss cannot be estimated.  You may

Matthew J. Pfeffer
MannKind Corporation
September 22, 2011 Page 2

 consider past experience, legal advice, etc ., that may still provide sufficient insight
into developing the reasonably possible loss or range of loss.

You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any questi ons regarding the comments.
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

CORRESP
1
filename1.htm

Correspondence Letter

 August 31, 2011

 Via EDGAR and FedEx

 Ms. Melissa N. Rocha

Accounting Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:

MannKind Corporation

Form 10-K for Fiscal Year Ended December 31, 2010

Filed on March 16, 2011

File No. 000-50865

 Ladies and Gentlemen:

 This letter is being transmitted by MannKind Corporation (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”), by letter dated August 18, 2011 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2010. The text of the Staff’s comments has been included in this letter in italics for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

Management’s Discussion & Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 51

1.
Please provide us proposed disclosure to be included in future periodic reports explaining the changes in cash provided by/used in operating activities, investing
activities and financing activities for all periods presented.

 Response:

The Company proposes to include in future periodic reports, beginning with the Company’s Quarterly Report on Form 10-Q for the quarterly period
ending September 30, 2011, disclosure comparable to the following disclosure for the year ended December 31, 2010 (relevant disclosure is highlighted in bold and italics):

 During the year ended December 31, 2010, we used $148.7 million of cash for our operations and had a net loss of $170.6 million for the year, of which $30.9 million consisted of
non-cash charges such as depreciation and amortization, and stock-based compensation. By comparison, during the year ended December 31, 2009, we used $184.1 million of cash for our operations and had a net loss of $220.1 million, of which
$38.9 million consisted of non-cash charges such as depreciation and amortization, and stock-based compensation. In addition, we recorded a loss on disposal of fixed assets of $12.8 million during the year ended December 31, 2009. During the
year ended December 31,

2008, we used $271.3 million of cash for our operations, and had a net loss of $303.0 million, of which $37.1 million consisted of non-cash charges. Cash used for our operations for the
year ended 2010 decreased by $35.4 million compared to cash used for our operations for the year ended 2009 due primarily to decreased cash used for the clinical development of AFREZZA, including decreases in cash used for purchases of raw material
and clinical supplies, and reduced salary-related costs as a result of a reduction in force implemented in April 2009. Cash used for our operations for the year ended 2009 decreased by $87.2 million compared to cash used for our operations for the
year ended 2008 due primarily to decreased cash used for the clinical development of AFREZZA as we completed our pivotal AFREZZA trials during 2008, including decreases in cash used for purchases of raw material and clinical supplies. We
expect our negative operating cash flow to continue at least until we obtain regulatory approval and achieve commercialization of AFREZZA.

We used $11.7 million of cash in investing activities during the year ended December 31, 2010, compared to $3.1 million for the year
ended December 31, 2009. For the years ended December 31, 2010 and 2009, $9.5 million and $18.9 million, respectively, of cash were used to purchase machinery and equipment to expand our manufacturing operations and our quality systems
that support clinical trials for AFREZZA. For the year ended December 31, 2008, we used $99.9 million of cash in investing activities, of which $82.5 million was used for machinery and equipment purchases, mainly to expand our
manufacturing operations, and net purchases of marketable securities of $17.6 million. Cash used in investing activities for the year ended 2010 increased by $8.7 million compared to cash used in investing activities for the year ended
2009 due to net cash used for purchases of marketable securities of $2.2 million in 2010 compared to net cash generated from sales and maturities of marketable securities of $15.8 million in 2009 offset by a decrease in purchases of property, plant
and equipment. Cash used in investing activities for the year ended 2009 decreased by $96.9 million compared to cash used in investing activities for the year ended 2008 due to decreased cash used for the purchase of machinery and equipment and net
cash generated from sales and maturities of marketable securities of $15.8 million in 2009 compared to net cash used for purchases of marketable securities of $17.6 million in 2008.

 Our financing activities generated $196.4 million of cash for the year ended December 31, 2010, compared to $189.5 million for the same period in 2009. For the year ended
December 31, 2010, cash from financing activities was primarily from a senior convertible notes offering completed in August 2010, related party borrowings and the sale of common stock to Seaside 88, LP during the fourth quarter of 2010 as well
as the exercise of stock options. For the year ended December 31, 2009, cash from financing activities was primarily from the common stock offering completed in August 2009 and related party borrowings as well as the exercise of stock
options. Our financing activities provided cash of $30.6 million for the year ended December 31, 2008, primarily from related party borrowings as well as the exercise of stock options. Cash from financing activities for the year
ended 2010 increased by $6.9 million compared to cash from financing for the year ended 2009 due to proceeds from the issuance of the 5.75% Senior Convertible Notes due 2015 in August 2010, offset by decreased related party borrowings and sales of
common stock. Cash from financing for the year ended 2009 increased by $158.9 million compared to cash from financing for the year ended 2008 due to increased related party borrowings and the proceeds from the common stock offering in August 2009.

 Notes to Consolidated Financial Statements

8. Senior convertible notes, page 79

2.
Please provide us an analysis of whether the conversion option for all convertible notes issued should be a derivative liability.

Response:

 The Company
has two convertible notes offerings outstanding as of December 31, 2010: Notes due 2015 and Notes due 2013 (collectively, the “Notes”). The details of the conversion option in each of the notes and analysis of the
accounting are as follows:

 On August 18, 2010, the Company completed a Rule 144A offering of $100.0 million aggregate principal amount
of 5.75% Senior Convertible Notes due 2015. Holders of the Notes due 2015 may convert, at any time prior to the close of business on the business day immediately preceding the stated maturity date, any outstanding principal into shares of the
Company’s common stock at an initial conversion rate of 147.0859 shares per $1,000 principal amount, which is equal to a conversion price of approximately $6.80 per share, subject to adjustment. Except in certain circumstances, if the Company
undergoes a fundamental change: (1) the Company will pay a make-whole premium, to be settled in shares of the Company’s common stock, on the Notes due 2015 converted in connection with a fundamental change by increasing the conversion rate
on such Notes, which amount, if any, will be based on the Company’s common stock price and the effective date of the fundamental change, and (2) each holder of Notes due 2015 will have the option to require the Company to repurchase all or
any portion of such holder’s Notes due 2015 at a repurchase price of 100% of the principal amount of the Notes due 2015 to be repurchased plus accrued and unpaid interest, if any.

 On December 12, 2006, the Company completed an offering of $115.0 million aggregate principal amount of 3.75% Senior Convertible Notes due 2013, including $15.0 million aggregate principal amount of
the Notes due 2013 sold pursuant to the underwriters’ over-allotment option that was exercised in full. Holders may convert, at any time prior to the close of business on the business day immediately preceding the stated maturity date, any
outstanding Notes due 2013 into shares of the Company’s common stock at an initial conversion rate of 44.5002 shares per $1,000 principal amount of Notes due 2013, which is equal to a conversion price of approximately $22.47 per share, subject
to adjustment. Except in certain circumstances, if the Company undergoes a fundamental change: (1) the Company will pay a make-whole premium, to be settled in shares of the Company’s common stock, on the Notes due 2013 converted in
connection with a fundamental change by increasing the conversion rate on such Notes due 2013, which amount, if any, will be based on the Company’s common stock price and the effective date of the fundamental change, and (2) each holder of
the Notes due 2013 will have the option to require the Company to repurchase all or any portion of such holder’s Notes due 2013 at a repurchase price of 100% of the principal amount of the Notes due 2013 to be repurchased plus accrued and
unpaid interest, if any.

 The Company performed the following analysis to determine whether the conversion option on each of the Notes
represented an embedded derivative which should be accounted for separately from the debt instrument. However, there is a scope exception in ASC 815-10-15-74 Certain Contracts Involving an Entity’s Own Equity, which does not require
separate derivative accounting of the conversion option if the contracts are considered to be indexed to a company’s own stock and classified in shareholders’ equity. As the conversion option for both the 2015 and 2013 Notes meets the
scope exception, the Company concluded that the conversion option does not require separate derivative accounting.

 Analysis of the
conversion option:

 The conversion option for each of the Notes offerings contains similar terms. The following analysis of the
accounting of the conversion option applies to both the 2015 and 2013 Notes, unless noted otherwise.

 Per ASC 815-15-25-1 an embedded
derivative shall be separated from the host contract and accounted for as a derivative instrument pursuant to Subtopic 815-10 if and only if all of the following criteria are met:

a. The economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics
and risks of the host contract.

 Analysis: The conversion option is an equity feature, and equity features are not
considered to be clearly and closely related to debt host contracts. As such, the conversion option is not considered to be clearly and closely related to the host contract. Criterion met.

b. The hybrid instrument is not remeasured at fair value under otherwise applicable generally accepted accounting principles (GAAP) with
changes in fair value reported in earnings as they occur.

 Analysis: The fair value option was not elected with respect to
the Notes, thus the Notes are not remeasured at fair value through earnings. Criterion met.

 c. A separate instrument with
the same terms as the embedded derivative would, pursuant to Section 815-10-15, be a derivative instrument subject to the requirements of this Subtopic.

 Analysis: The conversion option meets the definition of a derivative in ASC 815-10-15 based on the following analysis:

 Definition of a derivative – a derivative instrument is a financial instrument or other contract with all of the following characteristics:

a.
The contract has both of the following terms, which determine the amount of the settlement or settlements, and, in some cases, whether or not a settlement is required:
(1) one or more underlyings, and (2) one or more notional amounts or payment provisions or both.

Analysis: The underlying of the conversion option is the price of common shares and the notional is the number of shares into which the
Notes are convertible. Characteristic is met.

b.
The contract requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected
to have a similar response to changes in market factors.

 Analysis: The conversion option does not require an initial net investment that would be
required for other types of contracts that would be expected to have a similar response to changes in market factors (e.g. stock price). In this case, the presumed initial net investment for the conversion option is its fair value, which is smaller,
by more than a nominal amount, than the cost of the underlying common shares. Characteristic is met.

c.
The contract can be settled net by any of the following means:

1)
Its terms implicitly or explicitly require or permit net settlement.

2)
It can readily be settled net by a means outside the contract.

3)
It provides for delivery of an asset that puts the recipient in a position not substantially different from net settlement.

Analysis: Although the conversion option requires delivery of shares, the common shares of the Company are publicly traded on NASDAQ.
As such, the recipient of shares has the ability to monetize those shares by selling them on the NASDAQ exchange, readily converting the shares to cash, and putting the recipient of the shares in a position not substantially different from net
settlement. Note that conversion of all or a substantial number of Notes simultaneously could result in delivery of a number of shares that is so great that an attempt to sell them on the NASDAQ exchange could affect the stock price and invalidating
the net settlement conclusion. However, in this case the Notes can be individually converted in increments of $1,000, which results in the delivery of a number of shares substantially less than the Company’s average daily trading volume. This
confirms the fact that the conversion option meets the net settlement characteristic.

 Based on the above analysis, the conversion option
should be separated from the host contract and accounted for as a derivative instrument pursuant to ASC 815-10. Although the conversion option meets the above criteria, a scope exception is included in the literature, which does not require separate
derivative accounting if the conversion option is considered to be indexed to a company’s own stock and classified in shareholders’ equity.

 Scope Exception

 The following analysis evaluates the scope exception per ASC
815-10-15-74 Certain Contracts Involving an Entity’s Own Equity. If the conversion option meets both criteria in the scope exception: (1) indexed to a company’s own stock and (2) classified in shareholders’ equity,
then the conversion option will not be considered to be a derivative. The following analysis evaluates those criteria per the guidance.

 1. Indexed to its own stock

 Freestanding or hybrid financial instruments
discussed in paragraphs 815-40-15-5 through 15-8 are considered indexed to an entity’s own stock within the meaning of this Subtopic and paragraph 815-10-15-74(a) for the issuer provided that all of the following conditions are met:

a)
The contingency provisions are not based on either of the following:

1.
An observable market, other than the market for the issuer’s stock (if applicable)

2.
An observable index, other than those calculated or measured solely by reference to the issuer’s own operations, for example, sales revenue of the issuer, earnings
before interest, taxes, depreciation, and amortization, of the issuer, net income of the issuer, or total equity of the issuer.

b)
Once the contingent events have occurred, the instrument’s settlement amount is based solely

August 18, 2011

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, 2010
   Filed on March 16, 2011
File No. 000-50865

Dear Mr. Pfeffer:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information you provide in response to these comments, we may
have additional comments and/or request that you amend your filing.

Management’s Discussion & Analysis of Fina ncial Condition and Results of Operations

Liquidity and Capital Resources, page 51
 1. Please provide us proposed disclosure to be in cluded in future periodic reports explaining
the changes in cash provided by/used in operating activitie s, investing activities and
financing activities for all periods presented.
 Notes to Consolidated Financial Statements

8. Senior convertible notes, page 79

2. Please provide us an analysis of whether th e conversion option for all convertible notes
issued should be a derivative liability.

Matthew J. Pfeffer
MannKind Corporation
August 18, 2011 Page 2

 14. Commitments and contingencies, page 86

3. Please provide us proposed disclosure to be in cluded in future periodic reports for all
legal proceedings to include an estimate of the possible loss or  range of loss or a
statement that such an estimate cannot be ma de for loss contingencies that are at least
reasonably possible but not accrued, either because it is not probable that a loss has been incurred or the amount of loss cannot be r easonably estimated.  Please refer to ASC 450-
20-50-3 and 50-4.
We urge all persons who are responsible for th e accuracy and adequacy 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 requir e.  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 comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure 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 defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast,
Senior Staff Accountant, at ( 202) 551-3613 if you have any questi ons regarding the comments.
In this regard, do not hesitate to contact me at (202) 551-3854.

Sincerely,

 /s/ Melissa N. Rocha
Melissa N. Rocha
Accounting Branch Chief

Mail Stop 6010
November 21, 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 completed our review of your Form 10-K and related filings and have no
further comments at this time.           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

CORRESP
1
filename1.htm

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.

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