Second Amendment to Commercial Supply Agreement, dated June 15, 2022, by and between MannKind Corporation and United Therapeutics Corporation

AMENDMENT.

Section 1.2 (Annual Budget) is deleted and replaced with the following:

“Annual Budget” means an annual budget for all amounts to be invoiced to United Therapeutics pursuant to this Agreement in respect of a calendar year, in a format reasonably agreed to by United Therapeutics and MannKind, and at a minimum providing a breakdown of costs by Price, Staffing Payments, Facility Utilization Fees, and Packaging Services, and other discrete categories and subcategories as reasonably requested by United Therapeutics.

The second sentence of Section 1.11 (Cost of Goods), set forth below as follows, is deleted:

The following defined term is added to the Agreement as new Section 1.14A:

“Facility Utilization Fee” means an amount equal to $[***]per month during the Term to compensate MannKind for the portion of the Facility used for Manufacturing and other activities covered by this Agreement, as has been reasonably determined by United Therapeutics and MannKind as of June 15, 2022, with the understanding that such amount will be reasonably adjusted by mutual agreement memorialized in an amendment to this Agreement or a letter agreement referencing this Agreement if and when there is a significant change to the amount of Facility space dedicated to Manufacturing and other activities covered by this Agreement.

Section 2.4.1 of the Agreement (“Rolling Forecast”) is deleted in its entirety and replaced with the following:

The “Rolling Forecast” is defined as the 18-month Manufacturing forecast for Product and Semi-finished Product submitted by United Therapeutics, as updated monthly within the first 10 business days of each month by United Therapeutics during the Term in accordance with Section 2.4.2, 2.4.3, and 2.4.4. The first six months of the Rolling Forecast shall be considered binding upon the parties (i.e., United Therapeutics shall place Purchase Orders for, and MannKind shall Supply, not less than the minimum quantity of Product and Semi-Finished Product specified in such Rolling Forecast during such period), and the remaining 12 months will be considered good faith estimates, but may be adjusted as necessary to meet United Therapeutics’ requirements, provided that notwithstanding the limited six-month binding portion of the Rolling Forecast, the Rolling Forecast in effect as of June 2, 2022 shall be considered binding through March 31, 2023.

Section 3.2 of the Agreement (“Staffing Payments”) is deleted in its entirety and replaced with the following:

Staffing Payments. United Therapeutics shall reimburse MannKind monthly for the Staffing Payment, subject to the limits set forth in Appendix E in 2022, and subject to the limits set forth in the Annual Budget in subsequent years during the effective Term, in each case upon receipt of an invoice in accordance with Section 3.3. United Therapeutics and MannKind agree to reasonably account for Staffing Payments in calendar year 2023 and beyond through the Annual Budget process, and further agree that the per-item Prices shall exclude the components of COGs that are being invoiced in such Staffing Payments.

Facility Utilization Fee. Effective as of May 1, 2022, United Therapeutics shall be responsible for the monthly Facility Utilization Fee upon receipt of an invoice in accordance with Section 3.3, such invoice specifying the fee owed as specified in section 1.14A. MannKind shall ensure that no depreciation for the building, United Therapeutics funded capital, or other overhead is separately charged to United Therapeutics, or forms the basis of any Product or Semi-Finished Product Price, by virtue of the definitions of “COGs” or “Fixed Overhead”, for the portion of the Facility that gives rise to the Facility Utilization Fee.

Section 3.3.1 of the Agreement is deleted and replaced with the following:

Appendices B and E of the Agreement are deleted in their entirety and replaced with the updated versions of Appendices B and E attached hereto, and all references to Appendices B and E in the Agreement shall be construed as references to the updated versions attached hereto.

GENERAL. All terms of the Agreement that are not specifically modified by this amendment remain in full force and effect. The parties may execute this amendment in counterparts, each of which is deemed an original for all purposes, and which together will constitute the same instrument. The parties may execute this amendment by electronic means (electronic signature through generally recognized e-signature vendors), by scanned pdfs of wet-ink signed documents, or by return of originals.