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Filing Details

Accession Number:: 0001193805-12-001140
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2012-07-06 18:49:36
Reporting Period:: 2012-06-29

Filing Date:: 2012-07-06
Accepted Time:: 2012-07-06 18:49:36
Original Submission Date:: 2012-07-03
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

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-07-02	17,629	$1.20	149,720	No	4	S	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Disposition	2012-07-02	34,752	$1.20	295,154	No	4	S	Indirect	Through Deerfield Special Situations Fund International, Limited
Common Stock	Disposition	2012-07-02	43,713	$1.20	371,256	No	4	S	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Disposition	2012-07-02	70,433	$1.20	598,181	No	4	S	Indirect	Through Deerfield Private Design International, L.P.
Common Stock	Disposition	2012-07-03	58,303	$1.33	91,417	No	4	S	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Disposition	2012-07-03	114,937	$1.33	180,217	No	4	S	Indirect	Through Deerfield Special Situations Fund International, Limited
Common Stock	Disposition	2012-07-03	144,572	$1.33	226,684	No	4	S	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Disposition	2012-07-03	232,940	$1.33	365,241	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 International, Limited
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 Special Situations Fund, L.P.
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 International, L.P.

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.
This Amendment No. 1 to the Form 4 filed with the Commission on July 3, 2012 is being filed solely to amend typographical errors in the number of shares sold by the Capital Funds and the Management Fund.