On June 27, 2012, we amended the $350.0 million Amended and Restated Promissory Note, as amended (the "Note"), made by us in favor of The Mann Group LLC ("The Mann Group"), an entity controlled by our chief executive officer and principal stockholder, Alfred E. Mann. Pursuant to the amendment, accrued and unpaid interest that becomes due and payable under the Note may be paid-in-kind and capitalized into new principal indebtedness under the Note upon agreement of the parties. In addition, we and The Mann Group agreed that the Cancelled Principal Amount (defined below) would be permanently retired and not available for re-borrowing under the Note. The amendment also extends the date through which we can borrow under the Note to December 31, 2012.

The foregoing summary is qualified in its entirety by reference to the text of the Note, which is included as Exhibit 10.1 hereto.

On June 27, 2012, following the early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and our receipt of the stockholder approval to increase the authorized number of shares of our common stock that was needed to consummate the transaction, we completed the closing (the "Closing") of our previously announced issuance and sale of 31,250,000 unregistered shares of our common stock to The Mann Group pursuant to the Common Stock Purchase Agreement that we entered into with The Mann Group on February 2, 2012. The aggregate purchase price for the shares of common stock we issued and sold to The Mann Group was approximately $77.2 million and was paid for by cancelling principal indebtedness (the "Cancelled Principal Amount") owed to The Mann Group under the Note.

In connection with the Closing, we and The Mann Group also agreed to capitalize into new principal indebtedness the accrued and unpaid interest on the Cancelled Principal Amount as well as all other accrued and unpaid interest under the Note which was due and payable as of June 27, 2012 (approximately $11.9 million in the aggregate). Following the cancellation of the Cancelled Principal Amount and the capitalization of the accrued and unpaid interest, the total principal amount outstanding under the Note was approximately $218.1 million, and we had approximately $26.9 million of available borrowings under the Note.

(d) Exhibits.

Exhibit No.       Description

10.1              Amendment, dated June 27, 2012, to Amended and Restated
                  Promissory Note made by MannKind Corporation in favor of The Mann
                  Group LLC, dated August 10, 2010, as amended on January 16, 2012
                  and May 9, 2012.