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Filing Details

Accession Number:: 0001193805-13-001292
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-07-18 17:09:19
Reporting Period:: 2013-07-16

Filing Date:: 2013-07-18
Accepted Time:: 2013-07-18 17:09:19
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	L.p. Mgmt Deerfield	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	Acquisiton	2013-07-16	424,798	$0.74	459,050	No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2013-07-16	837,215	$0.30	1,296,265	No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2013-07-16	322,911	$0.35	1,619,176	No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Disposition	2013-07-16	1,619,176	$0.06	0	No	4	S	Indirect	Through Deerfield Special Situations Fund, L.P.
Common Stock	Acquisiton	2013-07-16	778,856	$0.74	846,380	No	4	C	Indirect	Through Deerfield Special Situations Fund International Limited
Common Stock	Acquisiton	2013-07-16	1,535,573	$0.30	2,381,953	No	4	C	Indirect	Through Deerfield Special Situations Fund International Limited
Common Stock	Acquisiton	2013-07-16	592,613	$0.35	2,974,566	No	4	C	Indirect	Through Deerfield Special Situations Fund International Limited
Common Stock	Disposition	2013-07-16	2,974,566	$0.06	0	No	4	S	Indirect	Through Deerfield Special Situations Fund International Limited
Common Stock	Acquisiton	2013-07-16	2,305,753	$0.74	2,390,687	No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Acquisiton	2013-07-16	4,545,880	$0.30	6,936,567	No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Acquisiton	2013-07-16	1,757,664	$0.35	8,694,231	No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Disposition	2013-07-16	8,694,231	$0.06	0	No	4	S	Indirect	Through Deerfield Private Design Fund, L.P.
Common Stock	Acquisiton	2013-07-16	3,714,455	$0.74	3,851,304	No	4	C	Indirect	Through Deerfield Private Design International, L.P.
Common Stock	Acquisiton	2013-07-16	7,323,275	$0.30	11,174,579	No	4	C	Indirect	Through Deerfield Private Design International, L.P.
Common Stock	Acquisiton	2013-07-16	2,830,978	$0.35	14,005,557	No	4	C	Indirect	Through Deerfield Private Design International, L.P.
Common Stock	Disposition	2013-07-16	14,005,557	$0.06	0	No	4	S	Indirect	Through Deerfield Private Design International, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	C	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	S	Indirect	Through Deerfield Special Situations Fund, L.P.
No	4	C	Indirect	Through Deerfield Special Situations Fund International Limited
No	4	C	Indirect	Through Deerfield Special Situations Fund International Limited
No	4	C	Indirect	Through Deerfield Special Situations Fund International Limited
No	4	S	Indirect	Through Deerfield Special Situations Fund International Limited
No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design Fund, L.P.
No	4	S	Indirect	Through Deerfield Private Design Fund, L.P.
No	4	C	Indirect	Through Deerfield Private Design International, L.P.
No	4	C	Indirect	Through Deerfield Private Design International, L.P.
No	4	C	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-1 Convertible Preferred Stock	Disposition	2013-07-16	2,426	$0.00	424,798	$0.74
Common Stock	Series A-1 Convertible Preferred Stock	Disposition	2013-07-16	4,448	$0.00	778,856	$0.74
Common Stock	Series A-1 Convertible Preferred Stock	Disposition	2013-07-16	13,168	$0.00	2,305,753	$0.74
Common Stock	Series A-1 Convertible Preferred Stock	Disposition	2013-07-16	21,213	$0.00	3,714,455	$0.74
Common Stock	Series A-2 Convertible Preferred Stock	Disposition	2013-07-16	2,243	$0.00	837,215	$0.30
Common Stock	Series A-2 Convertible Preferred Stock	Disposition	2013-07-16	4,114	$0.00	1,535,573	$0.30
Common Stock	Series A-2 Convertible Preferred Stock	Disposition	2013-07-16	12,179	$0.00	4,545,880	$0.30
Common Stock	Series A-2 Convertible Preferred Stock	Disposition	2013-07-16	19,620	$0.00	7,323,275	$0.30
Common Stock	Series A-3 Convertible Preferred Stock	Disposition	2013-07-16	1,056	$0.00	322,911	$0.35
Common Stock	Series A-3 Convertible Preferred Stock	Disposition	2013-07-16	1,938	$0.00	592,613	$0.35
Common Stock	Series A-3 Convertible Preferred Stock	Disposition	2013-07-16	5,748	$0.00	1,757,664	$0.35
Common Stock	Series A-3 Convertible Preferred Stock	Disposition	2013-07-16	9,258	$0.00	2,830,978	$0.35
Common Stock	Common Stock Warrants (right to buy)	Disposition	2013-07-16	21,414	$0.38	21,414	$1.20
Common Stock	Common Stock Warrants (right to buy)	Disposition	2013-07-16	39,249	$0.38	39,249	$1.20
Common Stock	Common Stock Warrants (right to buy)	Disposition	2013-07-16	116,172	$0.38	116,172	$1.20
Common Stock	Common Stock Warrants (right to buy)	Disposition	2013-07-16	187,149	$0.38	187,149	$1.20

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
		No	4	C	Indirect
2009-10-08	2016-10-08	No	4	S	Indirect
2009-10-08	2016-10-08	No	4	S	Indirect
2009-10-08	2016-10-08	No	4	S	Indirect
2009-10-08	2016-10-08	No	4	S	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"). 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.
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.
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.
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.
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.
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.
The reporting person also received one contingent value right ("CVR") issued by Spectrum Pharmaceuticals, Inc. for each share of Common Stock disposed of hereunder.