UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2007

MannKind Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		000-50865 (Commission File Number)		13-3607736 (IRS Employer Identification No.)
28903 North Avenue Paine Valencia, California (Address of principal executive offices)				91355 (Zip Code)

Registrant’s telephone number, including area code: (661) 775-5300

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 20, 2007, MannKind Corporation (the “Company”) and Richard L. Anderson, the Company’s principal financial officer, entered into an agreement setting forth the terms of Mr. Anderson’s future employment with the Company. Pursuant to the agreement, Mr. Anderson agreed to delay his retirement from the Company until March 31, 2009. Other terms of the agreement are described below.

(e) On December 20, 2007, the Company and Mr. Anderson entered into an agreement setting forth the terms of Mr. Anderson’s future employment with the Company, including his transition to the position of Corporate Vice President — Office of the Chairman upon the later of the date that a new Chief Financial Officer commences employment at the Company or March 31, 2008. In this new position, Mr. Anderson will continue to report to Hakan Edstrom, the Company’s President and Chief Operating Officer, and will work not less than 75% of a full-time schedule, for which Mr. Anderson will be paid a salary equal to 75% of his salary in effect immediately prior to his transition to the new position. Mr. Anderson will be eligible for a 2008 year-end bonus that will be proportionately adjusted to reflect the total salary paid to him during the year (as a percentage of the total salary that would have been paid to him if he had not transitioned to the new position). Upon his retirement on March 31, 2009, all of Mr. Anderson’s unvested stock options and restricted stock unit awards that are subject to time-based vesting will become vested and the stock options will be exercisable until March 31, 2011, on which date any unexercised stock options will expire. Under the agreement, Mr. Anderson continues as an at-will employee of the Company, and his employment may be terminated by either party prior to March 31, 2009. If the Company terminates Mr. Anderson’s employment without cause as specified in the agreement or Mr. Anderson terminates his employment for good reason as specified in the agreement or Mr. Anderson dies or becomes disabled, the Company must pay Mr. Anderson (i) an amount equal to the salary that he would have been paid had he worked until March 31, 2009, (ii) an amount equal to the average bonus paid or payable to Mr. Anderson for the three years preceding the year in which his employment terminates, and (iii) the premiums on the health insurance and additional health coverage for Mr. Anderson and his family members until March 31, 2009, and all of Mr. Anderson’s unvested equity awards that are subject to time-based vesting would become fully vested upon such event and his stock options would be exercisable until the second anniversary of the date his employment terminates. Under any circumstances, to receive the acceleration of equity award vesting benefit and the extension of the time to exercise the stock options, Mr. Anderson must provide the Company with a release of claims at that time. The description of the agreement between the Company and Mr. Anderson contained in this current report is qualified in its entirety by reference to the copy of the agreement filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Agreement dated December 20, 2007 between the Company and Richard L. Anderson.

Forward-Looking Statements

This current report contains forward-looking statements, including statements related to Mr. Anderson’s future employment at the Company. Words such as “believes”, “anticipates”, “plans”, “expects“, “intend”, “will”, “goal”, “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the ability of Mr. Anderson to complete the employment described in the agreement and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2006 and periodic reports on Form 10-Q and Form 8-K. Do not place undue reliance on these forward-looking statements, which speak only as of the date of this current report. All forward-looking statements are qualified in their entirety by this cautionary statement, and, except where required by law, the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this current report.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 21, 2007

EXHIBIT LIST

Exhibit Number		Description
99.1		Agreement dated December 20, 2007 between the Company and Richard L. Anderson.

Exhibit 99.1

		28903 North Avenue Paine Valencia, CA 91355 Main: (661)-775-5300 Fax: (661)-775-2080 www.mannkindcorp.com

December 20, 2007

Mr. Richard L. Anderson
c/o 28903 North Avenue Paine
Valencia, CA 91355

Re: Transition Employment Agreement

Dear Dick:

This letter agreement (the “Agreement”) sets forth the terms of your transition employment with MannKind Corporation (the “Company”), effective as of the Effective Date defined in paragraph 6.b below.

     1. Transition to New Position. On the later of the date the Company commences employment of a new Chief Financial Officer or March 31, 2008 (the “Transition Date”), you will transition to a new position of Corporate Vice President — Office of the Chairman (the “New Position”). In this position you will be an individual contributor without direct reports (other than an administrative assistant). In the New Position (a) your duties will include assisting the Company with the transition of your job duties immediately prior to the Transition Date, strategic initiatives, and other duties as assigned to you by the President and Chief Operating Officer of the Company, to whom you will report (the “Transition Duties”), (b) you will continue to attend meetings of the Company’s Executive Leadership Team, Strategic Management Board, and Board of Directors (the “Board”), and (c) you will work not less than seventy-five percent (75%) of full-time (i.e., 30 hours per week), on the days of your choice, now anticipated to be Mondays through Wednesdays; provided, however, that if the Company hires a new Chief Financial Officer on a date prior to March 31, 2008, you shall assume the New Position on such earlier date and shall perform the Transition Duties from such date until March 31, 2008 (the “Interim Transition Period”) on a full-time basis. You will retire from the Company, at which time your employment will terminate, on March 31, 2009 (the “Retirement Date”), unless your employment is terminated on an earlier date, as provided in paragraph 4, below (the “Separation Date”).

     2. Compensation and Benefits. Effective as of the Transition Date and continuing through the Separation Date or Retirement Date, as applicable, your base salary and bonus eligibility shall be reduced to seventy-five percent (75%) of your base salary and bonus eligibility immediately prior to that date; provided, however, that (a) you shall continue to receive one hundred percent (100%) of your base salary and bonus eligibility during any Interim Transition Period, and (b) any bonus for any time period (in whole or in part) following the Transition Date shall be pro rated based on the ratio of seventy-five percent (75%) to one hundred percent (100%) work periods during the bonus period and the other factors on which the bonus is calculated irrespective of this Agreement. From the Effective Date through the

Retirement Date (the “Transition Period”), you shall continue to be eligible to receive all existing Company benefits for which you are eligible as of the Effective Date.

3. Equity Grants.

          a. New Grants; Continued Vesting. During the Transition Period you will continue to be eligible to receive stock option grants and phantom stock awards with respect to shares of Common Stock of the Company (collectively, “Grants”).. Any Grants awarded to you will be at the sole discretion of the Board. After the Transition Date, the guidelines for equity awards applicable to you shall be reduced to seventy-five percent (75%) of the guidelines applicable to you immediately before the Transition Date. During the Transition Period, all Company stock options and phantom stock awards you hold as of the Effective Date of this Agreement shall continue to vest pursuant to the terms under which you received them under the applicable grant and award notices and agreements.

          b. Accelerated Vesting; Extended Exercise Period. On the Retirement Date, all of your then outstanding unvested options to purchase shares of Common Stock and phantom stock awards that, in each case, vest solely on a time basis (collectively, the “Unvested Shares”) shall become fully vested, and all of your vested options to purchase shares of Common Stock shall be exercisable in accordance with their terms until the earlier of (i) the maximum contractual term or (ii) March 31, 2011, after which date all of your unexercised options shall expire and the shares subject to such options shall return to the share reserve of the applicable equity incentive plan. Following the acceleration of vesting described in the preceding sentence, any of your options that failed to vest and any unvested portion of your outstanding options that failed to vest shall expire and no longer be outstanding as of the Retirement Date, and the shares subject to such option or portion shall return to the share reserve of the applicable equity incentive plan. The Company’s obligations under this paragraph 3.b are conditioned on your signing, and permitting to become effective, a supplemental release in the form attached hereto as Exhibit B (a “Supplemental Release”) on or promptly after the Retirement Date.

     4. Termination. During the Transition Period you will continue to be an at-will employee of the Company, whereby either you or the Company may terminate your employment with or without Cause (as defined below) and with or without advance notice. If during the Transition Period your employment is terminated by the Company without Cause, by you for Good Reason (as defined below), or as a result of your death or Disability (as defined below), (a) the Company shall provide you with payments in amounts equal to your base salary had your employment continued until the Retirement Date, on the Company’s regular payroll dates or in a lump sum, in the Company’s sole discretion; (b) the Company shall pay you, on the date when your bonus would have been paid of you were still employed by the Company, an amount equal to the average of bonuses paid or payable to you by the Company during each of the three fiscal years immediately preceding the year in which the Separation Date occurs; (c) the Company shall pay your premiums for (i) health insurance benefit continuation for you and your family members, if applicable, that the Company provides to you under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would have paid such premiums had you remained employed by the Company, and (ii) additional health coverage (such as Exec-U-Care), life, accidental death and disability and other insurance programs for you and your family members, if applicable, to the extent such programs existed on the Separation Date; and (d) on the Separation Date, all of the

Unvested Shares shall become fully vested, and all of your vested options to purchase shares of Common Stock shall be exercisable in accordance with their terms until the earlier of (i) the maximum contractual term or (ii) two years from the Separation Date, after which all of your unexercised options shall expire and the shares subject to such options shall return to the share reserve of the applicable equity incentive plan. Following the acceleration of vesting described in the preceding sentence, any of your options that failed to vest and any unvested portion of your outstanding options that failed to vest shall expire and no longer be outstanding as of the Separation Date, and the shares subject to such option or portion shall return to the share reserve of the applicable equity incentive plan. . The Company’s obligations under this paragraph 4 are conditioned on your signing, and permitting to become effective, a Supplemental Release on or promptly after the Separation Date.

If the Company terminates your employment for Cause or you terminate your employment without Good Reason, the Company shall not be obligated to provide you with any continued salary or benefits after the Separation Date, severance of any kind, or treatment of your Company stock options or phantom stock awards pursuant to paragraph 3.b above.

For purposes of this Agreement, ”Cause” shall mean your: (a) refusal or failure to carry out any material lawful duties or any directions or instructions of the Board or senior management of the Company reasonably consistent with those duties; provided, however, that you have been given notice and have failed to correct any such failure, if subject to correction, within ten (10) business days thereafter (unless any such correction by its nature cannot be done in ten (10) business days, in which event you will have a reasonable time to correct such failures); (b) violation of any local, state or federal law involving the commission of a crime, other than minor traffic violations, or any other criminal act involving moral turpitude; (c) gross negligence, willful misconduct or breach of your duty to the Company involving self-dealing or personal profit; (d) subject to applicable law, abuse of alcohol or controlled substances, deception, fraud, misrepresentation or dishonesty, or any incident materially compromising your reputation or ability to represent the Company with investors, customers or the public or otherwise carry out your job duties; or (e) any material violation of any provision of this Agreement, any other agreement with the Company (including but not limited to your proprietary information and inventions agreement dated December 20, 2007, a copy of which is attached hereto as Exhibit A (“Proprietary Information Agreement”), or any Company policy, subject to the same notice and opportunity to correct provisions set forth in subparagraph (a) above.

For purposes of this Agreement, “Good Reason” shall mean (a) except as set forth in this Agreement, a material reduction of your annual base salary to a level below the level then in effect, regardless of any change in your duties or responsibilities; (b) except as set forth in this Agreement, any material diminution in your position, authority, duties or responsibilities or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith; (c) the Company’s requiring you to be based at any office or location more than fifty (50) miles from the location of your assigned worksite as of the Effective Date of this Agreement; or (d) any other material violation of any provision of this Agreement by the Company.

For purposes of this Agreement, “Disability” shall mean your inability to perform your job duties then in effect for a period or periods aggregating twelve (12) weeks in any three hundred sixty-

five (365) day period as result of physical or mental illness, injury or impairment, loss of legal capacity or any other cause, subject to the Company’s rights and obligations under applicable law.

     5. Proprietary Information Obligations. You acknowledge and reaffirm you continuing obligations under your Proprietary Information Agreement, a copy of which is attached hereto as Exhibit A.

6. Release.

          a. General Release. In consideration of the compensation and benefits the Company will provide to you under this Agreement, you forever release and discharge the Company and all its parent, subsidiary and affiliated entities and all their past, present and future directors, officers, agents, employees, and representatives from all claims, causes of action, damages, liabilities, and demands of whatever kind and character up to the date you sign this Agreement (“Disputes”), including, but not limited to, arising out of or in any way related to any of the circumstances of your employment with the Company as of the date you sign this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company; (b) all claims related to your compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, phantom stock awards, or any other equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (the “ADEA”), the California Labor Code, and the California Fair Employment and Housing Act (as amended). The parties intend that the disputes released herein be construed as broadly as possible as permitted by law. Notwithstanding the foregoing, you are not hereby releasing the Company from any claims that cannot be waived by law. You are, however, waiving your right to any monetary recovery should any governmental agency or entity pursue any claims on your behalf. You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any other person or entity, against the Company or any other person or entity subject to the release granted in this paragraph.

          b. Waiver of ADEA Claims. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you have under the ADEA. You also acknowledge that the consideration given to you for the waiver and release in the preceding paragraph is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your waiver and release does not apply to any rights or claims that arise after the date you sign this Agreement; (b) you have been advised hereby that you have the right to consult with an attorney prior to signing this Agreement; (c) you have twenty-one (21) days to consider this Agreement (although you may choose to sign this Agreement earlier); (d) you have seven (7) days following the date you sign this Agreement to revoke the Agreement; and (e) this Agreement will not be effective

until the date on which the revocation period has expired, which will be the eighth day after you sign the Agreement (the “Effective Date”).

          c. Section 1542 Waiver. Your releases stated above extend to all disputes you might have against the Company, whether known or unknown, suspected or unsuspected, past or present. Specifically, you hereby expressly waive any and all rights under Section 1542 of the California Civil Code, which states as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the releases provided herein.

     7. Section 409A. Compensation and benefits payable under this Agreement, to the extent of payments made from the date of your termination through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to Executive be delayed until 6 months after separation from service if Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service.

     8. Choice of Law. This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to any rules governing conflicts of laws.

     9. Arbitration; Attorneys’ Fees. To ensure the timely and economical resolution of disputes that arise in connection with this Agreement, you and the Company agree that any and all disputes, claims and causes of action arising from or relating to the enforcement, breach, performance or interpretation of this Agreement (collectively, “Claims”) shall be resolved to the fullest extent permitted by law by final and binding arbitration. The arbitration proceeding shall be conducted in accordance with the applicable employment rules of JAMS, The Resolution Experts (“JAMS”), then in effect, and conducted by one (1) arbitrator either mutually agreed upon or selected in accordance with the applicable JAMS rules. The arbitration shall be conducted in Los Angeles County, California, under the jurisdiction of the Los Angeles office of JAMS. All Claims, pleadings, discovery materials, evidence, proceedings, rulings, awards and other matters regarding the arbitration shall be kept confidential by the parties to the extent permitted by law. Prior to filing any Claims with JAMS, and not later than the date(s) such Claims may be asserted under applicable statutes of limitations, the claimant shall give notice to the other party of the facts and circumstances of such Claims in sufficient detail to apprise the other party of the substance and basis of the Claims, and meet and confer in good faith with the other party to resolve the Claims for a period not to exceed thirty (30) days from the notice date,

unless a shorter or longer period is agreed in writing between the parties. By agreeing to this arbitration procedure, both the Executive and the Company waive their rights to resolve any Claims through a trial by jury or judge or administrative proceeding.

The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the Claims and to award such relief as would otherwise be permitted by law; (b) have the authority to interpret and apply the provisions of this Agreement; and (c) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the Executive or the Company would be entitled to seek in a court of law. The arbitrator shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement.

The arbitrator’s decision shall be final and binding, and each party agrees to be bound by the arbitrator’s award, subject only to an appeal therefrom in accordance with the laws of the State of California. Either party may obtain judgment upon the arbitrator’s award in the Superior Court of Los Angeles County, California. Nothing in this Agreement is intended to prevent either the Executive or the Company from obtaining temporary or preliminary injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

The Company shall pay all arbitration fees in excess of the amount of court fees that the Executive would be required to pay if the Claims were filed and adjudicated in a court of law. In any arbitration proceeding, and in any proceeding in court to compel arbitration hereunder, the prevailing party shall be entitled to recover the party’s attorneys’ fees, costs and expenses. The prevailing party shall be the party that obtained substantially the relief such party requested.

     10. Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, then to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

     11. Entire Agreement. This Agreement, including Exhibits A and B, constitute the entire agreement between you and the Company with respect to the subject matter hereof, and all prior or contemporaneous oral or written communications, understandings, or agreements between you and the Company with respect to such subject matter, including but not limited to the Executive Severance Agreement between you and the Company dated August 1, 2003, are hereby superseded and nullified in their entireties; provided, however, that the Change of Control Agreement between you and the Company dated October 10, 2007 shall continue in full force and effect, with the exception that in the event of any conflict between any provision of said Change of Control Agreement and this Agreement, this Agreement shall govern. This Agreement may be revised only in a written agreement signed by you and a duly authorized executive of the Company.

If this Agreement is acceptable to you, please sign below and return the signed original to me.

Dated: December 20, 2007

Exhibit A

MANNKIND CORPORATION

EMPLOYEE PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT

     In consideration of my employment or continued employment by MANNKIND CORPORATION (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:

	MANNKIND CORPORATION
	By:	/s/ Jill Kastner
	Title:	Associate Director, Human Resources
	Dated:	December 20, 2007

Exhibit B

GENERAL RELEASE AND SETTLEMENT AGREEMENT

     The parties to this General Release and Settlement Agreement (“Release”) between Richard L. Anderson (“Executive”) and MannKind Corporation (the “Company”) state that:

     In connection with the termination of Executive’s employment with MannKind, the parties desire to fully and finally resolve any and all differences and disputes without further costs;

     THEREFORE, the parties agree:

1.

In consideration of the compensation and benefits the Company will provide to Executive as provided in the Transition Employment Agreement between the Executive and the Company dated December 20, 2007 (the “Agreement”), Executive does forever release and discharge the Company and all its parent, subsidiary and affiliated entities and all their past, present and future directors, officers, agents, employees, and representatives from all claims, causes of action, damages, liabilities, and demands of whatever kind and character up to the date he signs below (“Disputes”), including, but not limited to, arising out of or in any way related to any of the circumstances of Executive’s employment or termination of employment with the Company. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to Executive’s employment with the Company or the termination of that employment; (b) all claims related to Executive’s compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (the “ADEA”), the California Labor Code, and the California Fair Employment and Housing Act (as amended). The parties intend that the disputes released herein be construed as broadly as possible as permitted by law. Notwithstanding the foregoing, Executive is not hereby releasing the Company from any claims that cannot be waived by law. Executive is, however, waiving his right to any monetary recovery should any governmental agency or entity pursue any claims on Executive’s behalf. Executive represents that he has no lawsuits, claims or actions pending in his name, or on behalf of any other person or entity, against the Company or any other person or entity subject to the release granted in this paragraph.

2.

This Release extends to all disputes by Executive against the Company, whether known or unknown, suspected or unsuspected, past or present, and whether or not they arise out of or are attributable to the circumstances of Executive’s employment or termination of employment with the Company. Specifically, Executive hereby expressly waives any and all rights under Section 1542 of the California Civil Code, which reads in full as follows: “Section 1542. General Release. A general release does not extend to claims which the

creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

3.

Executive further understands and agrees that neither the payment nor the execution of this Release, or any part of it, shall constitute or be construed as an admission of any alleged liability or wrongdoing whatsoever by the Company. The Company expressly denies it has committed any alleged liability or wrongdoing.

4.

This Release shall be governed by the substantive law of the State of California. In the event of any dispute concerning the interpretation, breach or enforcement of this Release, such dispute(s) shall be resolved pursuant to the provisions of paragraph 9 of the Agreement.

5.

If any provision of this Release is determined to be invalid or unenforceable, all of the other provisions shall remain valid and enforceable notwithstanding, unless the provision found to be unenforceable is of such material effect that this Release cannot be performed in accordance with the intent of the parties in the absence thereof.

6.

No promise or agreement other than that expressed herein has been made. This Release constitutes a single integrated contract expressing the entire agreement of the parties hereto. There are no other agreements, written or oral, express or implied, between the parties concerning the subject matter hereof, except the provisions set forth in this Release. This Release supersedes all previous agreements and understandings regarding the subject matters hereof, whether written or oral, except as expressly provided herein. This Release can be amended, modified or terminated only by a writing executed by both Executive and the President of the Company.

7.

In compliance with the ADEA, Executive acknowledges that he has been given twenty-one (21) days to review this Release before signing it. Executive also understands his waiver and release do not apply to any rights or claims that arise after the date he signs this Release, that he may revoke this Release within seven (7) days after he signs it, and that it is not effective until the seven (7) day revocation period has expired. Additionally, Executive has been advised in this writing to consult with an attorney before executing this Release.

8.

THE EXECUTIVE STATES THAT HE IS IN GOOD HEALTH AND FULLY COMPETENT TO MANAGE HIS BUSINESS AFFAIRS, THAT HE HAS CAREFULLY READ THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT, THAT HE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY PROMISES MADE TO HIM TO SIGN THIS RELEASE ARE THOSE STATED AND CONTAINED IN THIS RELEASE, AND THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.

     AGREED AND ACCEPTED this ___day of ___, ___:

MANNKIND CORPORATION						EXECUTIVE
By:
Its:						Richard L. Anderson