MNKD 2018 Proxy Statement

Exhibit B M ANN K IND C ORPORATION 2004 E MPLOYEE S TOCK P URCHASE P LAN A DOPTED BY THE B OARD OF D IRECTORS M ARCH 23, 2004 A PPROVED BY STOCKHOLDERS M ARCH 23, 2004 A MENDED BY THE B OARD OF D IRECTORS F EBRUARY 21, 2018 A MENDED P LAN A PPROVED BY THE S TOCKHOLDERS [M AY 16], 2018 1. P URPOSE . (a) The purpose of the Plan is to provide a means by which Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of the Common Stock of the Company. (b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. (c) The Company intends that the Purchase Rights be considered options issued under an Employee Stock Purchase Plan. 2. D EFINITIONS . As used in the Plan and any Offering, unless otherwise specified, the following terms have the meanings set forth below: (a) “Board” means the Board of Directors of the Company. (b) “Code” means the Internal Revenue Code of 1986, as amended . (c) “Committee” means a committee appointed by the Board in accordance with Section 3(c) of the Plan. (d) “Common Stock” means the common stock of the Company. (e) “Company” means MannKind Corporation, a Delaware corporation. (f) “Contributions” means the payroll deductions and other additional payments that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make payments not through payroll deductions only if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld through payroll deductions during the Offering. (g) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company; (ii) a sale or other disposition of at least fifty percent (50%) of the outstanding securities of the Company; (iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or B-1