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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/23 Mannkind Corp. 10-K 12/31/22 135:24M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.04M
2: EX-10.42 Material Contract HTML 190K
3: EX-10.43 Material Contract HTML 216K
4: EX-10.49 Material Contract HTML 56K
5: EX-10.50 Material Contract HTML 45K
6: EX-10.51 Material Contract HTML 48K
7: EX-10.52 Material Contract HTML 646K
8: EX-10.53 Material Contract HTML 71K
9: EX-23.1 Consent of Expert or Counsel HTML 36K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
19: R1 Document and Entity Information HTML 106K
20: R2 Consolidated Balance Sheets (Parenthetical) HTML 54K
21: R3 Consolidated Balance Sheets HTML 151K
22: R4 Consolidated Statements of Operations HTML 136K
23: R5 Consolidated Statements of Comprehensive Loss HTML 57K
24: R6 Consolidated Statements of Stockholders' Deficit HTML 190K
25: R7 Consolidated Statements of Cash Flows HTML 204K
26: R8 Description of Business HTML 43K
27: R9 Summary of Significant Accounting Policies HTML 167K
28: R10 Acquisitions HTML 114K
29: R11 Investments HTML 156K
30: R12 Accounts Receivable HTML 101K
31: R13 Inventories HTML 58K
32: R14 Property and Equipment HTML 102K
33: R15 Goodwill and Other Intangible Asset HTML 55K
34: R16 Accrued Expenses and Other Current Liabilities HTML 105K
35: R17 Borrowings HTML 154K
36: R18 Collaboration, Licensing and Other Arrangements HTML 429K
37: R19 Fair Value of Financial Instruments HTML 129K
38: R20 Common and Preferred Stock HTML 52K
39: R21 Earnings Per Common Share ("Eps") HTML 112K
40: R22 Stock Award Plans HTML 198K
41: R23 Commitments and Contingencies HTML 176K
42: R24 Employee Benefit Plans HTML 43K
43: R25 Income Taxes HTML 304K
44: R26 Summary of Significant Accounting Policies HTML 244K
(Policies)
45: R27 Summary of Significant Accounting Policies HTML 98K
(Tables)
46: R28 Acquisitions (Tables) HTML 114K
47: R29 Investments (Tables) HTML 154K
48: R30 Accounts Receivable (Tables) HTML 101K
49: R31 Inventories (Tables) HTML 57K
50: R32 Property and Equipment (Tables) HTML 99K
51: R33 Goodwill and Other Intangible Asset (Tables) HTML 53K
52: R34 Accrued Expenses and Other Current Liabilities HTML 106K
(Tables)
53: R35 Borrowings (Tables) HTML 123K
54: R36 Collaboration, Licensing and Other Arrangements HTML 323K
(Tables)
55: R37 Fair Value of Financial Instruments (Tables) HTML 122K
56: R38 Earnings Per Common Share ("Eps") (Tables) HTML 113K
57: R39 Stock Award Plans (Tables) HTML 193K
58: R40 Commitments and Contingencies (Tables) HTML 166K
59: R41 Income Taxes (Tables) HTML 303K
60: R42 Description of Business - Additional Information HTML 43K
(Detail)
61: R43 Summary of Significant Accounting Policies - HTML 101K
Additional Information (Detail)
62: R44 Summary of Significant Accounting Policies - HTML 41K
Additional Information (Detail 1)
63: R45 Summary of Significant Accounting Policies - HTML 51K
Summary of Revenue and Cost of Revenue and Goods
Sold Generated From Product Sales, Services and
Royalties (Detail)
64: R46 Acquisitions - Additional Information (Detail) HTML 98K
65: R47 Acquisitions - Schedule of Preliminary Purchase HTML 45K
Consideration (Detail)
66: R48 Acquisitions - Schedule of Preliminary Amounts of HTML 64K
Identifiable Assets Acquired and Liabilities
Assumed (Details)
67: R49 Acquisitions - Summary of Supplemental Pro Forma HTML 46K
Information (Unaudited) (Details)
68: R50 Acquisitions - Schedule of Consideration Paid for HTML 53K
IPR&D (Detail)
69: R51 Acquisitions - Schedule of Consideration Paid for HTML 41K
IPR&D (Parenthetical) (Detail)
70: R52 Investments - Additional Information (Detail) HTML 67K
71: R53 Investments - Schedule of Contractual Maturities HTML 55K
of Held to Maturity Investments (Detail)
72: R54 Investments - Schedule of Contractual Maturities HTML 41K
of Held to Maturity Investments (Parenthetical)
(Detail)
73: R55 Investments - Schedule of Fair Value of Assets and HTML 63K
Financing Liability on Total Investments (Detail)
74: R56 Schedule of Accounts Receivable, Net (Detail) HTML 52K
75: R57 Accounts Receivable - Additional Information HTML 52K
(Detail)
76: R58 Schedule of Activities and Ending Reserve Balance HTML 43K
(Detail)
77: R59 Inventories - Components of Inventory (Detail) HTML 46K
78: R60 Inventories - Additional Information (Detail) HTML 45K
79: R61 Property and Equipment, Net (Detail) HTML 72K
80: R62 Property and Equipment, Net (Parenthetical) HTML 43K
(Detail)
81: R63 Property and Equipment - Additional Information HTML 52K
(Detail)
82: R64 Goodwill and Other Intangible Asset - Additional HTML 53K
Information (Detail)
83: R65 Goodwill and Other Intangible Asset - Summary of HTML 46K
Other Intangible Asset (Detail)
84: R66 Accrued Expenses and Other Current Liabilities HTML 58K
(Detail)
85: R67 Accrued Expenses and Other Current Liabilities - HTML 44K
Schedule of Provision for Discounts and Allowances
for Commercial Product Sales (Detail)
86: R68 Borrowings - Summary of Carrying Amount of HTML 52K
Principal Borrowings (Detail)
87: R69 Borrowings - Summary of Carrying Amount of HTML 44K
Borrowings (Parenthetical) (Detail)
88: R70 Borrowings - Schedule of Line of Credit Facility HTML 66K
Debt and Key Terms (Detail)
89: R71 Borrowings - Schedule of Line of Credit Facility HTML 62K
Debt and Key Terms (Parenthetical) (Detail)
90: R72 Borrowings - Schedule of Maturities of the HTML 59K
Company's Borrowings (Detail)
91: R73 Borrowings - Senior Convertible Notes - Additional HTML 97K
Information (Detail)
92: R74 Borrowings - MidCap Credit Facility - Additional HTML 126K
Information (Detail)
93: R75 Borrowings - Mann Group Promissory Notes - HTML 104K
Additional Information (Detail)
94: R76 Borrowings - PPP Loan - Additional Information HTML 50K
(Detail)
95: R77 Borrowings - Schedule of Amortization of Premium HTML 41K
and Accretion of Debt Issuance Costs (Detail)
96: R78 Borrowings - Milestone Rights - Additional HTML 47K
Information (Detail)
97: R79 Schedule of Revenue from Collaborations and HTML 72K
Services (Detail)
98: R80 Schedule of Deferred Revenue Related to Revenue HTML 43K
Recognized for Collaborations and Services
(Detail)
99: R81 Summary of UT Revenue (Detail) HTML 53K
100: R82 Collaboration, Licensing and Other Arrangements - HTML 165K
Additional Information (Detail)
101: R83 Collaboration, Licensing and Other Arrangements - HTML 82K
Revenue Allocation (Detail)
102: R84 Collaboration, Licensing and Other Arrangements - HTML 91K
Schedule of Revised Anticipated Cash Flows from
Transactions Allocated Performance Obligations
(Detail)
103: R85 Collaboration, Licensing and Other Arrangements - HTML 52K
Additional Information (Detail 1)
104: R86 Fair Value of Financial Instruments - Additional HTML 52K
Information (Detail)
105: R87 Fair Value of Financial Instruments - Fair Value HTML 72K
of Financial Instruments (Detail)
106: R88 Fair Value of Financial Instruments - Fair Value HTML 69K
of Financial Instruments (Parenthetical) (Detail)
107: R89 Common and Preferred Stock - Additional HTML 151K
Information (Detail)
108: R90 Earnings Per Common Share ("EPS") - Components of HTML 64K
Basic and Diluted EPS Computations (Detail)
109: R91 Earnings Per Common Share ("EPS") - Potential HTML 58K
Dilutive Securities Outstanding that are
Considered Antidilutive (Detail)
110: R92 Stock Award Plans - Additional Information HTML 166K
(Detail)
111: R93 Stock Award Plans - Stock Based Award Plans HTML 52K
(Detail)
112: R94 Stock Award Plans - Stock Based Compensation HTML 50K
Expense Recognized in Accompanying Consolidated
Statements of Operations by Category (Detail)
113: R95 Stock Award Plans - Fair Value of Employee Stock HTML 51K
Options Assumptions (Detail)
114: R96 Stock Award Plans - Summary of Stock Options HTML 78K
Outstanding (Detail)
115: R97 Stock Award Plans - Summary of Restricted Stock HTML 59K
Unit Activity (Detail)
116: R98 Commitments and Contingencies - Additional HTML 136K
Information (Detail)
117: R99 Commitments and Contingencies - Schedule of HTML 41K
Financing Liability Lease Term and Discount Rate
(Detail)
118: R100 Commitments and Contingencies - Summary of HTML 38K
Financing Liability Costs (Detail)
119: R101 Commitments and Contingencies - Schedule of HTML 53K
Financing Liability Payments (Detail)
120: R102 Commitments and Contingencies - Remaining Purchase HTML 46K
Requirements (Detail)
121: R103 Commitments and Contingencies - Schedule of Lease HTML 56K
Term and Discount Rate (Detail)
122: R104 Commitments and Contingencies - Summary of Lease HTML 43K
Information (Detail)
123: R105 Commitments and Contingencies - Schedule of Future HTML 58K
Minimum Office And Vehicle Lease Payments (Detail)
124: R106 Employee Benefit Plans - Additional Information HTML 52K
(Detail)
125: R107 Loss from Continuing Operations Before Provision HTML 44K
for Income Taxes (Detail)
126: R108 Provision for Income Taxes (Detail) HTML 59K
127: R109 Components of Net Deferred Tax Assets (Detail) HTML 77K
128: R110 Effective Tax Rate (Detail) HTML 54K
129: R111 Income Taxes - Additional Information (Detail) HTML 73K
130: R112 Income Tax- Summary of Positions for which HTML 41K
Significant Change in Unrecognized Tax Benefits
(Detail)
133: XML IDEA XML File -- Filing Summary XML 253K
131: XML XBRL Instance -- mnkd-10k_20221231_htm XML 5.62M
132: EXCEL IDEA Workbook of Financial Reports XLSX 308K
15: EX-101.CAL XBRL Calculations -- mnkd-20221231_cal XML 340K
16: EX-101.DEF XBRL Definitions -- mnkd-20221231_def XML 1.47M
17: EX-101.LAB XBRL Labels -- mnkd-20221231_lab XML 2.50M
18: EX-101.PRE XBRL Presentations -- mnkd-20221231_pre XML 2.11M
14: EX-101.SCH XBRL Schema -- mnkd-20221231 XSD 401K
134: JSON XBRL Instance as JSON Data -- MetaLinks 703± 1.18M
135: ZIP XBRL Zipped Folder -- 0001564590-23-002309-xbrl Zip 882K
Exhibit 10.49
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT MANNKIND CORPORATION TREATS AS PRIVATE OR CONFIDENTIAL.
SECOND AMENDMENT
TO
COMMERCIAL SUPPLY AGREEMENT
This amendment is effective the last date signed by a party, between MannKind Corporation, a Delaware corporation (“MannKind”), having a principal place of business at One Casper Street, Danbury, Connecticut 06810, and United Therapeutics Corporation, a Delaware public benefit corporation (“United Therapeutics”), having a principal place of business at 1040 Spring Street, Silver Spring, Maryland 20910.
WHEREAS, the parties to this amendment entered into a Commercial Supply Agreement effective as of August 12, 2021 (as amended on October 16, 2021, the “Agreement”), and the parties now wish to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the terms and conditions specified herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
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1. |
AMENDMENT. |
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a. |
Section 1.2 (Annual Budget) is deleted and replaced with the following: |
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1.2 |
“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. |
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b. |
The second sentence of Section 1.11 (Cost of Goods), set forth below as follows, is deleted: |
In addition, COGs will include an annual facility utilization expense (or rent) of $[***] (increasing to $[***] on December 1, 2021 and thereafter) per square foot for the portion of the Facility allocated to activities under this Agreement; provided, however, that such facility utilization expense shall not be subject to the Margin.
Page 1 of 7
Confidential
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT MANNKIND CORPORATION TREATS AS PRIVATE OR CONFIDENTIAL.
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c. |
The following defined term is added to the Agreement as new Section 1.14A: |
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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. |
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d. |
Section 2.4.1 of the Agreement (“Rolling Forecast”) is deleted in its entirety and replaced with the following: |
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2.4.1 |
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. |
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e. |
Section 3.2 of the Agreement (“Staffing Payments”) is deleted in its entirety and replaced with the following: |
Page 2 of 7
Confidential
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT MANNKIND CORPORATION TREATS AS PRIVATE OR CONFIDENTIAL.
3.2. Staffing Payments and Facility Utilization Fee.
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3.2.1. |
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. |
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3.2.2 |
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. |
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f. |
Section 3.3.1 of the Agreement is deleted and replaced with the following: |
On the fifth business day of each month, MannKind shall invoice United Therapeutics for any Staffing Payment owed pursuant to section 3.2.1 and any Facility Utilization Fee owed pursuant to section 3.2.2, in each case in respect of the immediately preceding calendar month.
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2. |
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. |
* * *
Signature page follows
Page 3 of 7
Confidential
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT MANNKIND CORPORATION TREATS AS PRIVATE OR CONFIDENTIAL.
IN WITNESS WHEREOF, the parties have caused this amendment to be signed by their duly authorized representatives as of the date indicated below.
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United Therapeutics Corporation
By: /s/ Patrick Poisson Name: Patrick Poisson Title: EVP, Technical Operations Date: 15-June-2022 |
MannKind Corporation
By: /s/ Joe Kocinsky Name: Joe Kocinsky Title: Chief Technology Officer Date: 15-June-2022 |
Page 4 of 7
Confidential
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT MANNKIND CORPORATION TREATS AS PRIVATE OR CONFIDENTIAL.
APPENDIX B
PRICE AND PRICE ADJUSTMENTS
[***]
Page 5 of 7
Confidential
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT MANNKIND CORPORATION TREATS AS PRIVATE OR CONFIDENTIAL.
APPENDIX E
STAFFING PAYMENTS
[***]
Page 6 of 7
Confidential
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/23 | ||||
| Filed on: | 2/23/23 | 8-K | ||
| For Period end: | 12/31/22 | |||
| 6/15/22 | ||||
| 6/2/22 | ||||
| 5/1/22 | ||||
| 12/1/21 | ||||
| 10/16/21 | 8-K | |||
| 8/12/21 | 8-K/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Mannkind Corp. 10-K 12/31/23 123:18M Donnelley … Solutions/FA 8/23/23 Mannkind Corp. S-8 8/23/23 6:252K Donnelley … Solutions/FA |