Statement of Changes of Beneficial Ownership

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: February 28, 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) 6/23/2011
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/23/2011		S ⁽⁴⁾		11320	D	$1.07	359757	I ⁽¹⁾	Through Deerfield Special Situation Fund, L.P. ⁽²⁾
Common Stock	6/23/2011		S ⁽⁴⁾		20378	D	$1.07	670504	I ⁽¹⁾	Through Deerfield Special Situations Fund International, Limited ⁽³⁾
Common Stock	6/23/2011		S ⁽⁴⁾		26160	D	$0.94	858914	I ⁽¹⁾	Through Deerfield Private Design Fund, L.P. ⁽²⁾
Common Stock	6/23/2011		S ⁽⁴⁾		42142	D	$0.94	1383670	I ⁽¹⁾	Through Deerfield Private Design International, L.P. ⁽²⁾
Common Stock	6/23/2011		S ⁽⁴⁾		14716	D	$1.07	345041	I ⁽¹⁾	Through Deerfield Special Situation Fund, L.P. ⁽²⁾
Common Stock	6/23/2011		S ⁽⁴⁾		26491	D	$1.07	644013	I ⁽¹⁾	Through Deerfield Special Situations Fund International, Limited ⁽³⁾
Common Stock	6/24/2011		S ⁽⁴⁾		34008	D	$1.07	824906	I ⁽¹⁾	Through Deerfield Private Design Fund, L.P. ⁽²⁾
Common Stock	6/24/2011		S ⁽⁴⁾		54785	D	$1.07	1328885	I ⁽¹⁾	Through Deerfield Private Design International, L.P. ⁽²⁾
Common Stock	6/27/2011		S ⁽⁴⁾		1755	D	$1.06	343286	I ⁽¹⁾	Through Deerfield Special Situation Fund, L.P. ⁽²⁾
Common Stock	6/27/2011		S ⁽⁴⁾		3159	D	$1.06	640854	I ⁽¹⁾	Through Deerfield Special Situations Fund International, Limited ⁽³⁾
Common Stock	6/27/2011		S ⁽⁴⁾		4055	D	$1.06	820851	I ⁽¹⁾	Through Deerfield Private Design Fund, L.P. ⁽²⁾
Common Stock	6/27/2011		S ⁽⁴⁾		6531	D	$1.06	1322354	I ⁽¹⁾	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

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").
( 2)	Deerfield Capital, L.P. is the general partner of Deerfield Special Situation 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)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, dated as of June 13, 2011, which was entered into by the Reporting Person.

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
Reporting Owner Name / Address	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		6/27/2011
^** 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.

Joint Filer Information

Names:

Deerfield Capital L.P., Deerfield Special Situation Fund, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund International, Limited, Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.

Address:

Deerfield Capital, L.P., Deerfield Special Situation Fund, L.P., Deerfield Management Company, L.P, Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.

780 Third Avenue, 37 th Floor

New York, NY 10017

Deerfield Special Situations Fund International, Limited:

c/o Citi Hedge Fund Services (B.V.I.) Ltd.

Bison Court, P.O. Box 3460

Road Town, Tortola, D8,

British Virgin Islands

Designated Filer:

James E. Flynn

Issuer and Ticker Symbol:

Talon Therapeutics, Inc. (TLON.OB)

Date of Event Requiring Statement:

June 23, 2011

The undersigned, Deerfield Capital, L.P., Deerfield Special Situation Fund, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and Deerfield Special Situations Fund International, Limited are jointly filing the attached Statement of Changes in Beneficial Ownership on Form 4 with James E. Flynn with respect to the beneficial ownership of securities of Talon Therapeutics, Inc.

Signatures:

DEERFIELD CAPITAL, L.P.

By: J.E. Flynn Capital LLC, General Partner

By: /s/ Darren Levine