MANNKIND CORPORATION Underwriting AgreementUnderwriting Agreement • December 8th, 2006 • Mannkind Corp • Pharmaceutical preparations • New York
MannKind Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and J.P. Morgan Securities Inc. (“JPMorgan”, together with Merrill Lynch, the “Underwriters”), $100,000,000 aggregate principal amount of its 3.75% Senior Convertible Notes due 2013 (the “Notes”), and with respect to the grant by the Company to the Underwriters, acting severally and jointly, of the option described in Section 2(a) hereof to purchase all or any part of an additional $15,00,000 aggregate principal amount of Notes to cover over-allotments, if any. The aforesaid $100,000,000 principal amount of the Notes to be purchased by the Underwriters (the “Initial Securities”) and all or any part of the $15,000,000 aggregate principal amount of Notes subject to the option described in Section 2(a) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.” The Securities will
MANNKIND CORPORATION 20,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 8th, 2006 • Mannkind Corp • Pharmaceutical preparations • New York
MannKind Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,000,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares include 5,776,000 shares of common stock, par value $0.01 per share, of the Company (the “Affiliate Shares”) to be purchased by the persons named in Schedule 2 hereto (the “Affiliate Purchasers”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
