Sec Form 4 Filing - Flynn James E @ Talon Therapeutics, Inc. - 2012-05-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Flynn James E 2. Issuer Name and Ticker or Trading Symbol Talon Therapeutics, Inc. [ TLON.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Possible Members of 10% Group (Last) (First) (Middle) 780 THIRD AVENUE, 37TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2012 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 05/03/2012 S 21,816 D $ 0.99 238,702 I ( 2 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) Common Stock ( 1 ) 05/03/2012 S 8,577 D $ 0.98 230,125 I ( 2 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) Common Stock ( 1 ) 05/03/2012 S 30,400 D $ 0.99 465,563 I ( 2 ) Through Deerfield Special Situations Fund International, Limited ( 3 ) Common Stock ( 1 ) 05/03/2012 S 11,900 D $ 0.98 453,663 I ( 2 ) Through Deerfield Special Situations Fund International, Limited ( 3 ) Common Stock ( 1 ) 05/03/2012 S 43,600 D $ 0.99 587,755 I ( 2 ) Through Deerfield Private Design Fund, L.P. ( 2 ) Common Stock ( 1 ) 05/03/2012 S 17,123 D $ 0.98 570,632 I ( 2 ) Through Deerfield Private Design Fund, L.P. ( 2 ) Common Stock ( 1 ) 05/03/2012 S 70,184 D $ 0.99 946,926 I ( 2 ) Through Deerfield Private Design International, L.P. ( 2 ) Common Stock ( 1 ) 05/03/2012 S 27,500 D $ 0.98 919,426 I ( 2 ) Through Deerfield Private Design International, L.P. ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 4 ) 03/31/2012 C 397 03/31/2012 ( 4 )( 5 ) Common Stock 133,537 ( 4 ) $ 100 1,445 ( 5 ) I ( 2 ) Through Deerfield Special Situations Fund, L.P. ( 3 ) Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 4 ) 03/31/2012 C 728 03/31/2012 ( 4 )( 6 ) Common Stock 244,874 ( 4 ) $ 100 2,650 ( 5 ) I ( 3 ) Through Deerfield Special Situations Fund International, Limited ( 4 ) Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 4 ) 03/31/2012 C 2,155 03/31/2012 ( 4 )( 7 ) Common Stock 724,868 ( 4 ) $ 100 7,845 ( 5 ) I ( 2 ) Through Deerfield Private Design Fund, L.P. ( 3 ) Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 4 ) 03/31/2012 C 3,472 03/31/2012 ( 4 )( 8 ) Common Stock 1,167,863 ( 4 ) $ 100 12,638 ( 5 ) I ( 2 ) Through Deerfield Private Design International, L.P. ( 3 ) Right to acquire Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 4 ) 03/31/2012 C 397 ( 5 ) ( 4 )( 5 ) Common Stock 133,537 ( 4 ) ( 9 ) ( 9 ) 1 ( 9 ) I ( 2 ) Through Deerfield Special Situations Fund, L.P. ( 3 ) Right to acquire Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 4 ) 03/31/2012 C 728 ( 6 ) ( 4 )( 6 ) Common Stock 244,874 ( 4 ) ( 10 ) ( 10 ) 1 ( 10 ) I ( 3 ) Through Deerfield Special Situations Fund International, Limited ( 4 ) Right to acquire Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 4 ) 03/31/2012 C 2,155 ( 7 ) ( 4 )( 7 ) Common Stock 724,868 ( 4 ) ( 11 ) ( 11 ) 1 ( 11 ) I ( 2 ) Through Deerfield Private Design Fund, L.P. ( 3 ) Right to acquire Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 4 ) 03/31/2012 C 3,472 ( 8 ) ( 4 )( 8 ) Common Stock 1,167,863 ( 4 ) ( 12 ) ( 12 ) 1 ( 12 ) I ( 2 ) Through Deerfield Private Design International, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn James E 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY10017 X X Possible Members of 10% Group DEERFIELD CAPITAL LP 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY10017 X Possible Members of 10% Group Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK, NY10017 X Possible Members of 10% Group DEERFIELD PRIVATE DESIGN FUND L P 780 3RD AVE 37TH FL NEW YORK, NY10017 X Possible Members of 10% Group Deerfield Private Design International, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X Possible Members of 10% Group DEERFIELD MANAGEMENT CO /NY 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X Possible Members of 10% Group Deerfield Special Situations Fund International LTD C/O CITI HEDGE FUND SERVICES (BVI) LTD BISON COURT, P.O. BOX 3460 ROAD TOWN, TORTOLA, D8- X Possible Members of 10% Group Signatures /s/ Darren Levine 05/07/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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. ( 12 )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.

Remarks: Darren Levine, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 of the Form 4 filed by the Reporting Persons on June 9, 2010 with respect to Hana Biosciences, Inc. (now known as Talon Therapeutics, Inc.).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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