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Filing Details

Accession Number:: 0001193805-12-000848
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-05-07 20:41:17
Reporting Period:: 2012-05-03

Filing Date:: 2012-05-07
Accepted Time:: 2012-05-07 20:41:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1140028	Talon Therapeutics Inc.	TLON.OB	Pharmaceutical Preparations (2834)	320064979

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1009258	Deerfield Management Co /Ny	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes
1010823	Deerfield Capital Lp	780 Third Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1352546	E James Flynn	780 Third Avenue 37Th Floor New York NY 10017	Yes	No	Yes	Yes
1354395	Deerfield Special Situations Fund, L.p.	780 3Rd Avenue 37Th Floor New York NY 10017	No	No	Yes	Yes
1354397	Ltd International Fund Situations Special Deerfield	C/O Citi Hedge Fund Services (Bvi) Ltd Bison Court, P.o. Box 3460 Road Town, Tortola D8 -	No	No	Yes	Yes
1397526	P L Fund Design Private Deerfield	780 3Rd Ave 37Th Fl New York NY 10017	No	No	Yes	Yes
1407589	Deerfield Private Design International, L.p.	780 Third Avenue, 37Th Floor New York NY 10017	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-05-03	21,816	$0.99	238,702	No	4	S	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Disposition	2012-05-03	8,577	$0.98	230,125	No	4	S	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Disposition	2012-05-03	30,400	$0.99	465,563	No	4	S	Indirect	Through Deerfield Special Situations Fund International, Limited
Common Stock	Disposition	2012-05-03	11,900	$0.98	453,663	No	4	S	Indirect	Through Deerfield Special Situations Fund International, Limited
Common Stock	Disposition	2012-05-03	43,600	$0.99	587,755	No	4	S	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Disposition	2012-05-03	17,123	$0.98	570,632	No	4	S	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Disposition	2012-05-03	70,184	$0.99	946,926	No	4	S	Indirect	Through Deerfield Private Design International, L.P.
Common Stock	Disposition	2012-05-03	27,500	$0.98	919,426	No	4	S	Indirect	Through Deerfield Private Design International, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	S	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	S	Indirect	Through Deerfield Special Situations Fund International, Limited
No	4	S	Indirect	Through Deerfield Special Situations Fund International, Limited
No	4	S	Indirect	Through Deerfield Private Design Fund, L.P.
No	4	S	Indirect	Through Deerfield Private Design Fund, L.P.
No	4	S	Indirect	Through Deerfield Private Design International, L.P.
No	4	S	Indirect	Through Deerfield Private Design International, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2012-03-31	397	$100.00	133,537	$0.30
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2012-03-31	728	$100.00	244,874	$0.30
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2012-03-31	2,155	$100.00	724,868	$0.30
Common Stock	Series A-2 Convertible Preferred Stock	Acquisiton	2012-03-31	3,472	$100.00	1,167,863	$0.30
Common Stock	Right to acquire Series A-2 Convertible Preferred Stock	Disposition	2012-03-31	397	$0.00	133,537	$0.30
Common Stock	Right to acquire Series A-2 Convertible Preferred Stock	Disposition	2012-03-31	728	$0.00	244,874	$0.30
Common Stock	Right to acquire Series A-2 Convertible Preferred Stock	Disposition	2012-03-31	2,155	$0.00	724,868	$0.30
Common Stock	Right to acquire Series A-2 Convertible Preferred Stock	Disposition	2012-03-31	3,472	$0.00	1,167,863	$0.30

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,445	2012-03-31	No	4	C	Indirect
2,650	2012-03-31	No	4	C	Indirect
7,845	2012-03-31	No	4	C	Indirect
12,638	2012-03-31	No	4	C	Indirect
1		No	4	C	Indirect
1		No	4	C	Indirect
1		No	4	C	Indirect
1		No	4	C	Indirect

Footnotes

This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). The Capital Funds and the Management Fund (each as defined below) share a contractual right to designate one director to the Board of Directors of the Company and are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
Deerfield Capital, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (the "Capital Funds"). James E. Flynn is the managing member of the general partner of Deerfield Capital, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Capital Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Deerfield Management Company, L.P. is the investment manager of Deerfield Special Situations Fund International, Limited (the "Management Fund"). James E. Flynn is the managing member of the general partner of Deerfield Management Company, L.P. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Management Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Each share of Series A-2 Convertible Preferred Stock ("Series A-2 Preferred") is convertible into such number of shares of common stock of the Company, par value $0.001 ("Common Stock"), as is equal to the accreted value of such share of Series A-2 Preferred divided by a conversion price equal to $0.30 as of January 9, 2012, subject to adjustment pursuant to the terms of the certificate of designation setting forth the designations, preferences, limitations and relative rights of the Series A-2 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-2 Preferred do not expire.
The Company issued to Deerfield Special Situations Fund, L.P., in lieu of interest payments as of March 31, 2012 on a loan made by such Reporting Person, 397 shares of Series A-2 Preferred, based on a stated value of $100 per share of Series A-2 Preferred. The number set forth in column 5 represents the number of shares of Series A-2 Preferred issued in respect of such right to acquire in lieu of interest payments.
The Company issued to Deerfield Special Situations Fund International, Limited, in lieu of interest payments as of March 31, 2012 on a loan made by such Reporting Person, 728 shares of Series A-2 Preferred, based on a stated value of $100 per share of Series A-2 Preferred. The number set forth in column 5 represents the number of shares of Series A-2 Preferred issued in respect of such right to acquire in lieu of interest payments.
The Company issued to Deerfield Private Design Fund, L.P., in lieu of interest payments as of March 31, 2012 on a loan made by such Reporting Person, 2,155 shares of Series A-2 Preferred, based on a stated value of $100 per share of Series A-2 Preferred. The number set forth in column 5 represents the number of shares of Series A-2 Preferred issued in respect of such right to acquire in lieu of interest payments.
The Company issued to Deerfield Private Design International, L.P., in lieu of interest payments as of March 31, 2012 on a loan made by such Reporting Person, 3,472 shares of Series A-2 Preferred, based on a stated value of $100 per share of Series A-2 Preferred. The number set forth in column 5 represents the number of shares of Series A-2 Preferred issued in respect of such right to acquire in lieu of interest payments.
The Company is required to issue to Deerfield Special Situations Fund, L.P. an additional 401 shares of Series A-2 Preferred, in lieu of interest payments, on each of June 30, 2012 and September 30, 2012, based on a stated value of $100 per share of Series A-2 Preferred. The total number of shares of Common Stock underlying the aggregate of such shares of Series A-2 Preferred remaining to be issued in respect of such right to acquire in lieu of interest payments (without giving effect to any accretion thereof) is 267,333.
The Company is required to issue to Deerfield Special Situations Fund International, Limited an additional 736 shares of Series A-2 Preferred, in lieu of interest payments, on each of June 30, 2012 and September 30, 2012, based on a stated value of $100 per share of Series A-2 Preferred. The total number of shares of Common Stock underlying the aggregate of such shares of Series A-2 Preferred remaining to be issued in respect of such right to acquire in lieu of interest payments (without giving effect to any accretion thereof) is 490,667.
The Company is required to issue to Deerfield Private Design Fund, L.P. an additional 2,179 shares of Series A-2 Preferred, in lieu of interest payments, on each of June 30, 2012 and September 30, 2012, based on a stated value of $100 per share of Series A-2 Preferred. The total number of shares of Common Stock underlying the aggregate of such shares of Series A-2 Preferred remaining to be issued in respect of such right to acquire in lieu of interest payments (without giving effect to any accretion thereof) is 1,452,667.
The Company is required to issue to Deerfield Private Design International, L.P. an additional 3,510 shares of Series A-2 Preferred, in lieu of interest payments, on each of June 30, 2012 and September 30, 2012, based on a stated value of $100 per share of Series A-2 Preferred. The total number of shares of Common Stock underlying the aggregate of such shares of Series A-2 Preferred remaining to be issued in respect of such right to acquire in lieu of interest payments (without giving effect to any accretion thereof) is 2,340,000.