Sec Form 4 Filing - Flynn James E @ Talon Therapeutics, Inc. - 2013-07-16

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) 07/16/2013 (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 ) 07/16/2013 C 424,798 A $ 0.736 ( 4 ) 459,050 I ( 2 ) ( 3 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 C 837,215 A $ 0.3 ( 5 ) 1,296,265 I ( 2 ) ( 3 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 C 322,911 A $ 0.35 ( 6 ) 1,619,176 I ( 2 ) ( 3 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 S 1,619,176 D $ 0.0561 ( 7 ) 0 I ( 2 ) ( 3 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 C 778,856 A $ 0.736 ( 4 ) 846,380 I ( 3 ) Through Deerfield Special Situations Fund International Limited ( 3 ) Common Stock ( 1 ) 07/16/2013 C 1,535,573 A $ 0.3 ( 5 ) 2,381,953 I ( 3 ) Through Deerfield Special Situations Fund International Limited ( 3 ) Common Stock ( 1 ) 07/16/2013 C 592,613 A $ 0.35 ( 6 ) 2,974,566 I ( 3 ) Through Deerfield Special Situations Fund International Limited ( 3 ) Common Stock ( 1 ) 07/16/2013 S 2,974,566 D $ 0.0561 ( 7 ) 0 I ( 3 ) Through Deerfield Special Situations Fund International Limited ( 3 ) Common Stock ( 1 ) 07/16/2013 C 2,305,753 A $ 0.736 ( 4 ) 2,390,687 I ( 2 ) ( 3 ) Through Deerfield Private Design Fund, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 C 4,545,880 A $ 0.3 ( 5 ) 6,936,567 I ( 2 ) ( 3 ) Through Deerfield Private Design Fund, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 C 1,757,664 A $ 0.35 ( 6 ) 8,694,231 I ( 2 ) ( 3 ) Through Deerfield Private Design Fund, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 S 8,694,231 D $ 0.0561 ( 7 ) 0 I ( 2 ) ( 3 ) Through Deerfield Private Design Fund, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 C 3,714,455 A $ 0.736 ( 4 ) 3,851,304 I ( 2 ) ( 3 ) Through Deerfield Private Design International, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 C 7,323,275 A $ 0.3 ( 5 ) 11,174,579 I ( 2 ) ( 3 ) Through Deerfield Private Design International, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 C 2,830,978 A $ 0.35 ( 6 ) 14,005,557 I ( 2 ) ( 3 ) Through Deerfield Private Design International, L.P. ( 2 ) ( 3 ) Common Stock ( 1 ) 07/16/2013 S 14,005,557 D $ 0.0561 ( 7 ) 0 I ( 2 ) ( 3 ) Through Deerfield Private Design International, L.P. ( 2 ) ( 3 )

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-1 Convertible Preferred Stock ( 1 ) $ 0.736 ( 4 ) 07/16/2013 C 2,426 ( 4 ) ( 4 ) Common Stock 424,798 ( 4 ) ( 4 ) 0 I ( 2 ) ( 3 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) ( 3 ) Series A-1 Convertible Preferred Stock ( 1 ) $ 0.736 ( 4 ) 07/16/2013 C 4,448 ( 4 ) ( 4 ) Common Stock 778,856 ( 4 ) ( 4 ) 0 I ( 3 ) Through Deerfield Special Situations Fund International Limited ( 3 ) Series A-1 Convertible Preferred Stock ( 1 ) $ 0.736 ( 4 ) 07/16/2013 C 13,168 ( 4 ) ( 4 ) Common Stock 2,305,753 ( 4 ) ( 4 ) 0 I ( 2 ) ( 3 ) Through Deerfield Private Design Fund, L.P. ( 2 ) ( 3 ) Series A-1 Convertible Preferred Stock ( 1 ) $ 0.736 ( 4 ) 07/16/2013 C 21,213 ( 4 ) ( 4 ) Common Stock 3,714,455 ( 4 ) ( 4 ) 0 I ( 2 ) ( 3 ) Through Deerfield Private Design International, L.P. ( 2 ) ( 3 ) Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 5 ) 07/16/2013 C 2,243 ( 5 ) ( 5 ) Common Stock 837,215 ( 5 ) ( 5 ) 0 I ( 2 ) ( 3 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) ( 3 ) Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 5 ) 07/16/2013 C 4,114 ( 5 ) ( 5 ) Common Stock 1,535,573 ( 5 ) ( 5 ) 0 I ( 3 ) Through Deerfield Special Situations Fund International Limited ( 3 ) Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 5 ) 07/16/2013 C 12,179 ( 5 ) ( 5 ) Common Stock 4,545,880 ( 5 ) ( 5 ) 0 I ( 2 ) ( 3 ) Through Deerfield Private Design Fund, L.P. ( 2 ) ( 3 ) Series A-2 Convertible Preferred Stock ( 1 ) $ 0.3 ( 5 ) 07/16/2013 C 19,620 ( 5 ) ( 5 ) Common Stock 7,323,275 ( 5 ) ( 5 ) 0 I ( 2 ) ( 3 ) Through Deerfield Private Design International, L.P. ( 2 ) ( 3 ) Series A-3 Convertible Preferred Stock ( 1 ) $ 0.35 ( 6 ) 07/16/2013 C 1,056 ( 6 ) ( 6 ) Common Stock 322,911 ( 6 ) ( 6 ) 0 I ( 2 ) ( 3 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) ( 3 ) Series A-3 Convertible Preferred Stock ( 1 ) $ 0.35 ( 6 ) 07/16/2013 C 1,938 ( 6 ) ( 6 ) Common Stock 592,613 ( 4 ) ( 6 ) 0 I ( 3 ) Through Deerfield Special Situations Fund International Limited ( 3 ) Series A-3 Convertible Preferred Stock ( 1 ) $ 0.35 ( 6 ) 07/16/2013 C 5,748 ( 6 ) ( 6 ) Common Stock 1,757,664 ( 6 ) ( 6 ) 0 I ( 2 ) ( 3 ) Through Deerfield Private Design Fund, L.P. ( 2 ) ( 3 ) Series A-3 Convertible Preferred Stock ( 1 ) $ 0.35 ( 6 ) 07/16/2013 C 9,258 ( 6 ) ( 6 ) Common Stock 2,830,978 ( 6 ) ( 6 ) 0 I ( 2 ) ( 3 ) Through Deerfield Private Design International, L.P. ( 2 ) ( 3 ) Common Stock Warrants (right to buy) ( 1 ) $ 1.2 07/16/2013 S 21,414 10/08/2009 10/08/2016 Common Stock 21,414 $ 0.3784 0 I ( 2 ) ( 3 ) Through Deerfield Special Situations Fund, L.P. ( 2 ) ( 3 ) Common Stock Warrants (right to buy) ( 1 ) $ 1.2 07/16/2013 S 39,249 10/08/2009 10/08/2016 Common Stock 39,249 $ 0.3784 0 I ( 3 ) Through Deerfield Special Situations Fund International Limited ( 3 ) Common Stock Warrants (right to buy) ( 1 ) $ 1.2 07/16/2013 S 116,172 10/08/2009 10/08/2016 Common Stock 116,172 $ 0.3784 0 I ( 2 ) ( 3 ) Through Deerfield Private Design Fund, L.P. ( 2 ) ( 3 ) Common Stock Warrants (right to buy) ( 1 ) $ 1.2 07/16/2013 S 187,149 10/08/2009 10/08/2016 Common Stock 187,149 $ 0.3784 0 I ( 2 ) ( 3 ) Through Deerfield Private Design International, L.P. ( 2 ) ( 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 Mgmt L.P. 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/ Jonathan Isler 07/18/2013 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"). As of the transaction dates, the Funds (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 Mgmt, 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 Mgmt, 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 advisor of the Capital Funds and Deerfield Special Situations Fund International Limited (collectively, the "Funds"). 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 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. ( 4 )Each share of Series A-1 Convertible Preferred Stock ("Series A-1 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-1 Preferred divided by a conversion price equal to $0.736, 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-1 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-1 Preferred do not expire. ( 5 )Each share of Series A-2 Convertible Preferred Stock ("Series A-2 Preferred") is convertible into such number of shares of 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, 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. ( 6 )Each share of Series A-3 Convertible Preferred Stock ("Series A-3 Preferred") is convertible into such number of shares of Common Stock as is equal to the accreted value of such share of Series A-3 Preferred divided by a conversion price equal to $0.35, 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-3 Preferred. Unless converted or redeemed pursuant to their terms, the Series A-3 Preferred do not expire. ( 7 )The reporting person also received one contingent value right ("CVR") issued by Spectrum Pharmaceuticals, Inc. for each share of Common Stock disposed of hereunder.

Remarks: Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to Talon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 21, 2012 by Deerfield Mgmt L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations Fund International Limited, Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and James E. Flynn.

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

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