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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

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/YYYY)

3/7/2012
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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) 3/7/2012     S    2296   D $0.99   317747   I   (2) Through Deerfield Special Situations Fund, L.P.   (2)
Common Stock   (1) 3/7/2012     S    4310   D $0.99   596076   I   (2) Through Deerfield Special Situations Fund International, Limited   (3)
Common Stock   (1) 3/7/2012     S    5513   D $0.99   762709   I   (2) Through Deerfield Private Design Fund, L.P.   (2)
Common Stock   (1) 3/7/2012     S    8881   D $0.99   1228620   I   (2) Through Deerfield Private Design International, L.P.   (2)
Common Stock   (1) 3/8/2012     S    6015   D $1.04   311732   I   (2) Through Deerfield Special Situations Fund, L.P.   (2)
Common Stock   (1) 3/8/2012     S    11285   D $1.04   584791   I   (2) Through Deerfield Special Situations Fund International, Limited   (3)
Common Stock   (1) 3/8/2012     S    14439   D $1.04   748270   I   (2) Through Deerfield Private Design Fund, L.P.   (2)
Common Stock   (1) 3/8/2012     S    23261   D $1.04   1205359   I   (2) Through Deerfield Private Design International, L.P.   (2)
Common Stock   (1) 3/9/2012     S    16734   D $1.2   294998   I   (2) Through Deerfield Special Situations Fund, L.P.   (2)
Common Stock   (1) 3/9/2012     S    31393   D $1.2   553398   I   (2) Through Deerfield Special Situations Fund International, Limited   (3)
Common Stock   (1) 3/9/2012     S    40167   D $1.2   708103   I   (2) Through Deerfield Private Design Fund, L.P.   (2)
Common Stock   (1) 3/9/2012     S    64706   D $1.2   1140653   I   (2) Through Deerfield Private Design International, L.P.   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

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.
( 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.

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.).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Flynn James E
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY 10017 		X X
Possible Members of 10% Group
DEERFIELD CAPITAL LP
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY 10017
X
Possible Members of 10% Group
Deerfield Special Situations Fund, L.P.
780 3RD AVENUE
37TH FLOOR
NEW YORK, NY 10017
X
Possible Members of 10% Group
DEERFIELD PRIVATE DESIGN FUND L P
780 3RD AVE 37TH FL
NEW YORK, NY 10017
X
Possible Members of 10% Group
Deerfield Private Design International, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017
X
Possible Members of 10% Group
DEERFIELD MANAGEMENT CO /NY
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY 10017
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 3/9/2012
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.