TLON / Talon Therapeutics, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Talon Therapeutics, Inc.
US
DETTE SYMBOL ER IKKE LÆNGERE AKTIVT

Grundlæggende statistik
CIK 1140028
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Talon Therapeutics, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
July 29, 2013 15-12G

- FORM 15-12G

15-12G 1 tlon201307151512g.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32626 TALON THERAPEUTICS, IN

July 25, 2013 POS AM

- FORM POS AM

POS AM 1 tlon20130725bposam.htm FORM POS AM As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-154942 Registration No. 333-147485 Registration No. 333-138492 Registration No. 333-138138 Registration No. 333-135554 Registration No. 333-133372 Registration No. 333-129722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AME

July 25, 2013 POS AM

- FORM POS AM

tlon20130724posam.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-154942 Registration No. 333-147485 Registration No. 333-138492 Registration No. 333-138138 Registration No. 333-135554 Registration No. 333-133372 Registration No. 333-129722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S

July 25, 2013 POS AM

- FORM POS AM

tlon20130723posam.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-173957 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 32-0064979 (Sta

July 25, 2013 POS AM

- FORM POS AM

POS AM 1 tlon20130725fposam.htm FORM POS AM As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-154942 Registration No. 333-147485 Registration No. 333-138492 Registration No. 333-138138 Registration No. 333-135554 Registration No. 333-133372 Registration No. 333-129722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AME

July 25, 2013 POS AM

- FORM POS AM

POS AM 1 tlon20130725eposam.htm FORM POS AM As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-154942 Registration No. 333-147485 Registration No. 333-138492 Registration No. 333-138138 Registration No. 333-135554 Registration No. 333-133372 Registration No. 333-129722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AME

July 25, 2013 S-8 POS

- FORM S-8 POS

tlon20130715gs8pos.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-172229 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 400 Oyster Point Bl

July 25, 2013 S-8 POS

- FORM S-8 POS

As filed with the Securities and Exchange Commission on July 25, 2013 Registration No.

July 25, 2013 POS AM

- FORM POS AM

tlon20130724posam.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-154942 Registration No. 333-147485 Registration No. 333-138492 Registration No. 333-138138 Registration No. 333-135554 Registration No. 333-133372 Registration No. 333-129722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S

July 25, 2013 S-8 POS

- FORM S-8 POS

As filed with the Securities and Exchange Commission on July 25, 2013 Registration No.

July 25, 2013 S-8 POS

- FORM S-8 POS

tlon20130715bs8pos.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-135252 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 400 Oyster Point Bl

July 25, 2013 S-8 POS

- FORM S-8 POS

tlon20130715gs8pos.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-145663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 400 Oyster Point Bl

July 25, 2013 S-8 POS

- FORM S-8 POS

tlon20130715cs8pos.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-185522 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 400 Oyster Point Bl

July 25, 2013 POS AM

- FORM POS AM

POS AM 1 tlon20130725cposam.htm FORM POS AM As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-154942 Registration No. 333-147485 Registration No. 333-138492 Registration No. 333-138138 Registration No. 333-135554 Registration No. 333-133372 Registration No. 333-129722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AME

July 25, 2013 S-8 POS

- FORM S-8 POS

As filed with the Securities and Exchange Commission on July 25, 2013 Registration No.

July 25, 2013 S-8 POS

- FORM S-8 POS

tlon20130715es8pos.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-126877 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 400 Oyster Point Bl

July 25, 2013 S-8 POS

- FORM S-8 POS

tlon20130715gs8pos.htm As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-178031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TALON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 400 Oyster Point Bl

July 25, 2013 POS AM

- FORM POS AM

POS AM 1 tlon20130725dposam.htm FORM POS AM As filed with the Securities and Exchange Commission on July 25, 2013 Registration No. 333-154942 Registration No. 333-147485 Registration No. 333-138492 Registration No. 333-138138 Registration No. 333-135554 Registration No. 333-133372 Registration No. 333-129722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AME

July 19, 2013 EX-2

CONTINGENT VALUE RIGHTS AGREEMENT

tlon201307188kex10-1.htm Exhibit 2.2 CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of July 16, 2013 (this “Agreement”), is entered into by and among Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Talon Therapeutics, Inc., a Delaware corporation (the “Company”) and Corporate Stock Transfer, Inc., as Rights Agent (the “Rights Agent”). RECITALS

July 19, 2013 EX-99.13

SECURITIES PURCHASE AGREEMENT

EX-99.13 2 t9801119b.htm SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT by and among SPECTRUM PHARMACEUTICALS, INC. EAGLE ACQUISITION MERGER SUB, INC. and THE SECURITYHOLDERS OF TALON THERAPEUTICS, INC. NAMED HEREIN JULY 16, 2013 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II TRANSACTIONS AT THE CLOSING 6 Section 2.1. Purchase and Sale of Securities 6 Section 2.2. Closing;

July 19, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

tlon201307188k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2013 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0

July 19, 2013 SC 13D/A

TLON / Talon Therapeutics, Inc. / Warburg Pincus Private Equity X, L.P. - AMENDMENT NO. 9 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Talon Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE (Title of Class of Securities) 40963P105 (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017 (212)

July 19, 2013 EX-4

WAIVER AGREEMENT

ex4-1.htm Exhibit 4.1 WAIVER AGREEMENT THIS WAIVER AGREEMENT (this “Agreement”) is entered into as of July 16, 2013 by and among Talon Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders” and together with the Company, the “Parties”). RECITALS WHEREAS, the Company has outstanding 412,562 shares of Series A-1 Convertible Pre

July 19, 2013 EX-10

TALON THERAPEUTICS, INC. 400 Oyster Point Boulevard, Suite 200 South San Francisco, CA 94080

Exhibit 10.2 TALON THERAPEUTICS, INC. 400 Oyster Point Boulevard, Suite 200 South San Francisco, CA 94080 July 16, 2013 Hand Delivered Personal and Confidential Steven R. Deitcher, MD 904 Bromfield Road San Mateo, CA 94402 Re: Separation Agreement and Release Dear Steven: As we have discussed with you, your employment with Talon Therapeutics, Inc. (the “Company”) will end effective upon the closin

July 19, 2013 EX-10

TALON THERAPEUTICS, INC. 400 Oyster Point Boulevard, Suite 200 South San Francisco, CA 94080

ex10-2.htm Exhibit 10.1 TALON THERAPEUTICS, INC. 400 Oyster Point Boulevard, Suite 200 South San Francisco, CA 94080 July 16, 2013 Hand Delivered Personal and Confidential Craig W. Carlson 44 20th Avenue San Francisco, CA 94121 Re: Separation Agreement and Release Dear Craig: As we have discussed with you, your employment with Talon Therapeutics, Inc. (the “Company”) will end effective upon the cl

July 19, 2013 EX-2

STOCK PURCHASE AGREEMENT by and among SPECTRUM PHARMACEUTICALS, INC., TALON THERAPEUTICS, INC. EAGLE ACQUISITION MERGER SUB, INC. July 16, 2013 TABLE OF CONTENTS

Exhibit 2.1 STOCK PURCHASE AGREEMENT by and among SPECTRUM PHARMACEUTICALS, INC., TALON THERAPEUTICS, INC. and EAGLE ACQUISITION MERGER SUB, INC. July 16, 2013 TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS AND INTERPRETATION 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 10 1.3 Interpretation 11 ARTICLE 2 AUTHORIZATION; CLOSING DATE; DELIVERY 2.1 Authorization 12 2.2 Closing Date, Delivery

July 19, 2013 EX-99.14

WAIVER AGREEMENT

EX-99.14 3 t9801119c.htm WAIVER AGREEMENT WAIVER AGREEMENT THIS WAIVER AGREEMENT (this “Agreement”) is entered into as of July 16, 2013 by and among Talon Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders” and together with the Company, the “Parties”). RECITALS WHEREAS, the Company has outstanding 412,562 shares of Series

July 19, 2013 EX-3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TALON THERAPEUTICS, INC. ARTICLE 1

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TALON THERAPEUTICS, INC. ARTICLE 1 The name of this Corporation is Talon Therapeutics, Inc. ARTICLE 2 The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of the Corporation’s registered agent at that address is

July 19, 2013 EX-3

AMENDED & RESTATED BYLAWS TALON THERAPEUTICS, INC., a Delaware corporation As adopted July 17, 2013 AMENDED & RESTATED BYLAWS TALON THERAPEUTICS, INC., a Delaware corporation ARTICLE I OFFICES

ex3-2.htm EXHIBIT 3.2 AMENDED & RESTATED BYLAWS OF TALON THERAPEUTICS, INC., a Delaware corporation As adopted July 17, 2013 AMENDED & RESTATED BYLAWS OF TALON THERAPEUTICS, INC., a Delaware corporation ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Offices.

July 18, 2013 SC 13D/A

TLON / Talon Therapeutics, Inc. / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 15)* TALON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87484H104 (CUSIP Number) James E. Flynn Deerfield M

July 18, 2013 EX-99.26

WAIVER AGREEMENT

Execution Version WAIVER AGREEMENT THIS WAIVER AGREEMENT (this “Agreement”) is entered into as of July 16, 2013 by and among Talon Therapeutics, Inc.

July 18, 2013 EX-99.25

Execution Copy SECURITIES PURCHASE AGREEMENT

Execution Copy SECURITIES PURCHASE AGREEMENT by and among SPECTRUM PHARMACEUTICALS, INC.

July 17, 2013 EX-99

Spectrum Pharmaceuticals Acquires Talon Therapeutics

tlon201307168kex99-1.htm Exhibit 99.1 Spectrum Pharmaceuticals Acquires Talon Therapeutics South San Francisco, Calif., July 17, 2013 – Talon Therapeutics, Inc. (OTCQB: TLON) today announced that a subsidiary of Spectrum Pharmaceuticals, Inc. (NasdaqGS: SPPI) entered into an agreement to purchase approximately 89% of the outstanding shares of Talon (the “Company”) directly from the Company’s princ

July 17, 2013 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

tlon201307168k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2013 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0

July 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tlon201307038k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2013 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

July 5, 2013 EX-10

TALON THERAPEUTICS, INC. AMENDMENT NO. 1 TO 2012 AMENDED & RESTATED CHANGE OF CONTROL PAYMENT PLAN

Exhibit 10.1 TALON THERAPEUTICS, INC. AMENDMENT NO. 1 TO 2012 AMENDED & RESTATED CHANGE OF CONTROL PAYMENT PLAN This Amendment No. 1 (this “Amendment”) to the Talon Therapeutics, Inc. 2012 Amended & Restated Change of Control Payment Plan (the “Plan”) is made as of June 30, 2013 (the “Effective Date”) by Talon Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used herei

May 15, 2013 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to .

April 1, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tlon201303298k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2013 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

April 1, 2013 EX-99

Talon Therapeutics, Inc. Reports Fourth Quarter and Year End 2012 Financial Results

tlon201303298kex99-1.htm Exhibit 99.1 Talon Therapeutics, Inc. Reports Fourth Quarter and Year End 2012 Financial Results South San Francisco, California, April 1, 2013 – Talon Therapeutics, Inc., (OTCQB:TLON), today reported financial results for the fourth quarter and year ended December 31, 2012. 2012 Corporate Highlights ● FDA accelerated approval of Marqibo® for the treatment of Philadelphia

April 1, 2013 EX-10.41

July 12, 2010 7000 Shoreline Court, Suite 370 South San Francisco, CA 94080 Ph. (650) 588-6784 Fax. (650) 228-2754

Exhibit 10.41 July 12, 2010 7000 Shoreline Court, Suite 370 South San Francisco, CA 94080 Ph. (650) 588-6784 Fax. (650) 228-2754 Dear Nandan, I am delighted to offer you the position of Vice President of CMC at Hana Biosciences, Inc. You will report to the Office of the President. Your start date with the Company will be on or before Monday, August 2, 2010. Your base salary will be $225,000 per ye

April 1, 2013 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Talon Therapeutics, Inc. (Exact name of registrant as spe

April 1, 2013 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2013 Registration No.

January 25, 2013 EX-10

TALON THERAPEUTICS, INC. 2010 EQUITY INCENTIVE PLAN (as amended through January 21, 2013) SECTION 1. DEFINITIONS

tlon201301248kex10-1.htm Exhibit 10.1 TALON THERAPEUTICS, INC. 2010 EQUITY INCENTIVE PLAN (as amended through January 21, 2013) SECTION 1. DEFINITIONS As used herein, the following terms shall have the meanings indicated below: (a) “Administrator” shall mean the Board of Directors of the Company, or one or more Committees appointed by the Board, as the case may be. (b) “Affiliate(s)” shall mean a

January 25, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2013 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commissi

January 15, 2013 SC 13D/A

TLON / Talon Therapeutics, Inc. / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 14)* TALON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87484H104 (CUSIP Number) James E. Flynn Deerfield M

January 15, 2013 SC 13D/A

TLON / Talon Therapeutics, Inc. / Warburg Pincus Private Equity X, L.P. - AMENDMENT NO. 8 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Talon Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE (Title of Class of Securities) 40963P105 (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017 (212)

January 15, 2013 EX-24.1

POWER OF ATTORNEY

POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints each of Scott A.

January 11, 2013 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2013 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commissi

January 7, 2013 EX-99.1

Talon Therapeutics Announces Review of Strategic Alternatives Goldman Sachs Engaged As Financial Advisor

Exhibit 99.1 Talon Therapeutics Announces Review of Strategic Alternatives Goldman Sachs Engaged As Financial Advisor SOUTH SAN FRANCISCO, Calif., January 7, 2013 (GLOBE NEWSWIRE) - Talon Therapeutics (OTCBB:TLON), a biopharmaceutical company focused on expert and efficient clinical development of product candidates targeting hematologic malignancies and solid tumors, as well as a product candidat

January 7, 2013 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2013 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commissio

January 4, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

tlon201301048k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626

January 4, 2013 EX-99

Talon Therapeutics Appoints Elizabeth Weatherman to Board of Directors

tlon201301048kex99-1.htm Exhibit 99.1 Talon Therapeutics Appoints Elizabeth Weatherman to Board of Directors SOUTH SAN FRANCISCO, Calif., January 4, 2013 (GLOBE NEWSWIRE) - Talon Therapeutics (OTCBB:TLON), a biopharmaceutical company focused on expert and efficient clinical development of product candidates targeting hematologic malignancies and solid tumors, as well as a product candidate for the

December 17, 2012 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on December 17, 2012 Registration No.

December 3, 2012 424B3

Prospectus Supplement No. 3 (to Prospectus dated May 4, 2012)

Filed Pursuant to Rule 424(b)(3) File No. 333-173957 Prospectus Supplement No. 3 (to Prospectus dated May 4, 2012) This Prospectus Supplement No. 3 supplements and amends our prospectus dated May 4, 2012, as supplemented by that Prospectus Supplement No. 1 dated May 15, 2012, and that Prospectus Supplement No. 2 dated August 13, 2012 (collectively, the “Prospectus”). The selling stockholders ident

November 16, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Flynn James E Activist Investment

SC 13D/A 1 e61021713da-talon.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 13)* TALON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87484H104 (CUSIP N

November 15, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Warburg Pincus Private Equity X, L.P. - AMENDMENT NO. 7 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Talon Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE (Title of Class of Securities) 40963P105 (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017 (212)

November 14, 2012 EX-10.2

EX-10.2

Exhibit 10.2

November 14, 2012 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 14, 2012 EX-10.3

AMENDMENT TO TALON THERAPEUTICS, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.3 AMENDMENT TO TALON THERAPEUTICS, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN WHEREAS, Talon Therapeutics, Inc. (the “Company”) desires to amend the Talon Therapeutics, Inc. 2006 Employee Stock Purchase Plan (as amended and in effect, the “Plan”) to increase the aggregate number of shares of the Company’s common stock, par value $0.001 per share, authorized for issuance under the Plan by 40

November 14, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commiss

November 14, 2012 EX-99.1

Talon Therapeutics, Inc. Reports Third Quarter 2012 Financial Results

Exhibit 99.1 Talon Therapeutics, Inc. Reports Third Quarter 2012 Financial Results South San Francisco, California, November 14, 2012 – Talon Therapeutics, Inc., (OTCBB:TLON), today reported financial results for the three and nine months ended September 30, 2012. “FDA accelerated approval of Marqibo® (vinCRIStine sulfate LIPOSOME injection) is Talon’s most important achievement to date,” stated S

September 7, 2012 10-Q/A

Quarterly Report - FORM 10-Q/A

10-Q/A 1 tti10qa-063012.htm FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No.1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

August 21, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 12)* TALON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87484H104 (CUSIP Number) James E. Flynn Deerfield M

August 17, 2012 8-K

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commissio

August 17, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Warburg Pincus Private Equity X, L.P. - AMENDMENT NO. 6 Activist Investment

SC 13D/A 1 w8236673.htm AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Talon Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE (Title of Class of Securities) 40963P105 (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexingt

August 15, 2012 424B3

Prospectus Supplement No. 2 (to Prospectus dated May 4, 2012)

Filed Pursuant to Rule 424(b)(3) File No. 333-173957 Prospectus Supplement No. 2 (to Prospectus dated May 4, 2012) This Prospectus Supplement No. 2 supplements and amends our prospectus dated May 4, 2012, as supplemented by that Prospectus Supplement No. 1 dated May 15, 2012 (collectively, the “Prospectus”). The selling stockholders identified on page 20 of the Prospectus are offering on a resale

August 13, 2012 EX-10.1

TALON THERAPEUTICS, INC. AMENDED & RESTATED 2012 CHANGE OF CONTROL PAYMENT PLAN SECTION 1.

Exhibit 10.1 TALON THERAPEUTICS, INC. AMENDED & RESTATED 2012 CHANGE OF CONTROL PAYMENT PLAN SECTION 1. INTRODUCTION The Talon Therapeutics, Inc. 2012 Amended & Restated Change of Control Payment Plan (the “Plan”) is established effective August 10, 2012 (the “Effective Date”), and amends and restates in its entirety the 2012 Change of Control Payment Plan previously established by the Company eff

August 13, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commissio

August 13, 2012 EX-99.1

Talon Therapeutics, Inc. Reports Second Quarter 2012 Financial Results

Exhibit 99.1 Talon Therapeutics, Inc. Reports Second Quarter 2012 Financial Results South San Francisco, California, August 13, 2012 – Talon Therapeutics, Inc., (OTCBB:TLON), today reported financial results for the three and six months ended June 30, 2012. “The FDA’s decision to approve our NDA seeking accelerated approval of Marqibo(R) (vinCRIStine sulfate LIPOSOME injection) is a seminal event

August 13, 2012 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

July 20, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 11)* TALON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87484H104 (CUSIP Number) James E. Flynn Deerfield C

July 18, 2012 8-K

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commission

July 6, 2012 EX-99

Joint Filer Information

Joint Filer Information Names: Deerfield Capital L.P., Deerfield Special Situations 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 Situations Fund, L.P., Deerfield Management Company, L.P, Deerfield Priva

July 5, 2012 EX-10.1

AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated as of July 3, 2012, to the Investment Agreement, dated as of January 9, 2012 (the “Investment Agreement”), by and among Talon Therapeutics, Inc., a Delaware corporation (formerly Hana Biosciences, Inc.) (the “Company”), Warburg Pincus Private Equity X, L.P., a Delaware limited partn

July 5, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commission F

July 3, 2012 EX-99.12

AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT

EXHIBIT 99.12 EXECUTION VERSION AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated as of July 3, 2012, to the Investment Agreement, dated as of January 9, 2012 (the “Investment Agreement”), by and among Talon Therapeutics, Inc., a Delaware corporation (formerly Hana Biosciences, Inc.) (the “Company”), Warburg Pincus Private Equity X, L.P., a Delaware limited part

July 3, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Warburg Pincus Private Equity X, L.P. - AMENDMENT NO. 5 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Talon Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE (Title of Class of Securities) 40963P105 (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017 (212)

June 8, 2012 EX-4.1

TALON THERAPEUTICS, INC. 2010 EQUITY INCENTIVE PLAN (as amended through February 17, 2012) SECTION 1.

EXHIBIT 4.1 TALON THERAPEUTICS, INC. 2010 EQUITY INCENTIVE PLAN (as amended through February 17, 2012) SECTION 1. DEFINITIONS As used herein, the following terms shall have the meanings indicated below: (a) “Administrator” shall mean the Board of Directors of the Company, or one or more Committees appointed by the Board, as the case may be. (b) “Affiliate(s)” shall mean a Parent or Subsidiary of t

June 8, 2012 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on June 8, 2012 Registration No.

May 15, 2012 10-Q

Quarterly Report - FORM 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 15, 2012 424B3

Prospectus Supplement No. 1 (to Prospectus dated May 4, 2012)

Filed Pursuant to Rule 424(b)(3) File No. 333-173957 Prospectus Supplement No. 1 (to Prospectus dated May 4, 2012) This Prospectus Supplement No. 1 supplements and amends our prospectus dated May 4, 2012 (the “Prospectus”). The selling stockholders identified on page 20 of the Prospectus are offering on a resale basis a total of 4,063,146 shares of our common stock, including 1,658,200 shares issu

May 9, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Flynn James E Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENT THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 10)* TALON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87484H104 (CUSIP Number) James E. Flynn Deerfield Ca

May 7, 2012 424B3

4,063,146 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-173957 OFFERING PROSPECTUS 4,063,146 Shares Common Stock The selling stockholders identified in this prospectus are offering on a resale basis a total of 4,063,146 shares of our common stock, including 1,658,200 shares issuable upon the exercise of outstanding warrants. Our common stock is quoted on the OTC Bulletin Board under the symbol “TLON

April 25, 2012 POS AM

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on April 25, 2012 Registration No.

April 24, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commission

April 10, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / WARBURG PINCUS LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Talon Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE (Title of Class of Securities) 40963P105 (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017 (212)

April 6, 2012 8-K

Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commission

April 6, 2012 EX-3.1

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TALON THERAPEUTICS, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TALON THERAPEUTICS, INC. Talon Therapeutics, Inc., a corporation organized and existing under and by the virtue of the Delaware General Corporation Law, through its duly authorized officer and by authority of its Board of Directors does hereby certify: FIRST: That the name of the corporation is Talon Thera

March 29, 2012 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to Talon Therapeutics, Inc. (Exact name of registrant as spe

March 29, 2012 EX-10.4

TALON THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS (Effective April 1, 2011)

Exhibit 10.4 TALON THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS (Effective April 1, 2011) The following is a summary of the compensation arrangements for directors of Talon Therapeutics, Inc. (the “Company”) who are not employees of the Company. Directors who are employees of the Company do not receive compensation for their service on the Board and shall receive compensation

March 16, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Flynn James E Activist Investment

SC 13D/A 1 e60949313da-talon.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENT THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 9)* TALON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87484H104 (CUSIP Num

February 27, 2012 DEF 14A

- FORM DEF 14A

DEF 14A 1 v303248def14a.htm FORM DEF 14A U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the Appropriate Box: o Preliminary Proxy Statement o Con

February 24, 2012 EX-10.2

TALON THERAPEUTICS, INC. 2012 CHANGE OF CONTROL PAYMENT PLAN SECTION 1.

Exhibit 10.2 TALON THERAPEUTICS, INC. 2012 CHANGE OF CONTROL PAYMENT PLAN SECTION 1. INTRODUCTION The Talon Therapeutics, Inc. Change of Control Payment Plan (the “Plan”) is established effective February 17, 2012 (the “Effective Date”). The purpose of the Plan is to provide for payments to certain eligible employees of Talon Therapeutics, Inc. (the “Company”) in the event of a Change of Control (

February 24, 2012 EX-10.1

TALON THERAPEUTICS, INC. 2012 SEVERANCE PAYMENT PLAN

Exhibit 10.1 TALON THERAPEUTICS, INC. 2012 SEVERANCE PAYMENT PLAN The Talon Therapeutics, Inc. 2012 Severance Payment Plan (the “Plan”) is established effective February 17, 2012 (the “Effective Date”). The purpose of the Plan is to help ease the financial burden resulting from the loss of employment of certain eligible employees of Talon Therapeutics, Inc. (the “Company”) under certain circumstan

February 24, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commiss

January 31, 2012 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commissi

January 27, 2012 PRE 14A

- SCHEDULE 14A

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the Appropriate Box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only

January 12, 2012 EX-99.21

VOTING AGREEMENT

EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”) is dated as of January 9, 2012, among Warburg Pincus Private Equity X, L.

January 12, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / Flynn James E Activist Investment

SC 13D/A 1 e60921413da-talon.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENT THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 8)* TALON THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 87484H104 (CUSIP Num

January 10, 2012 EX-99.10

VOTING AGREEMENT

Exhibit 99.10 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”) is dated as of January 9, 2012, among Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“Warburg Pincus”), Deerfield Private Design Fund, L.P., a Delaware limited partnership (“Deerfield Private Design”), Deerfield Private Design International, L.P., a British Virgin Islands limited partn

January 10, 2012 EX-10.4

SECOND AMENDMENT TO FACILITY AGREEMENT

Exhibit 10.4 EXECUTION VERSION SECOND AMENDMENT TO FACILITY AGREEMENT SECOND AMENDMENT, dated as of January 9, 2012 (this “Amendment”), to that certain Facility Agreement, dated as of October 30, 2007 (as amended, supplemented or otherwise modified from time to time, the “Facility Agreement”), between Talon Therapeutics, Inc. (formerly known as Hana Biosciences Inc.) (the “Borrower”) and Deerfield

January 10, 2012 EX-10.2

AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated as of January 9, 2012, to the Investment Agreement, dated as of June 7, 2010 (the “Investment Agreement”), by and among Talon Therapeutics, Inc., a Delaware corporation (formerly Hana Biosciences, Inc.) (the “Company”), Warburg Pincus Private Equity X, L.P., a Delaware limited partn

January 10, 2012 EX-3.1

CERTIFICATE OF AMENDMENT CORRECTED CERTIFICATE OF DESIGNATION SERIES A-1 CONVERTIBLE PREFERRED STOCK TALON THERAPEUTICS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CORRECTED CERTIFICATE OF DESIGNATION OF SERIES A-1 CONVERTIBLE PREFERRED STOCK OF TALON THERAPEUTICS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.) (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the St

January 10, 2012 EX-3.3

CERTIFICATE OF DESIGNATION SERIES A-3 CONVERTIBLE PREFERRED STOCK TALON THERAPEUTICS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.3 CERTIFICATE OF DESIGNATION OF SERIES A-3 CONVERTIBLE PREFERRED STOCK OF TALON THERAPEUTICS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Talon Therapeutics, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: The Am

January 10, 2012 EX-10.1

INVESTMENT AGREEMENT by and among THE PURCHASERS NAMED HEREIN TALON THERAPEUTICS, INC. JANUARY 9, 2012 TABLE OF CONTENTS

Exhibit 10.1 EXECUTION VERSION INVESTMENT AGREEMENT by and among THE PURCHASERS NAMED HEREIN and TALON THERAPEUTICS, INC. JANUARY 9, 2012 TABLE OF CONTENTS SECTION 1. AUTHORIZATION OF SECURITIES 1 SECTION 2. PURCHASE AND SALE OF SECURITIES 2 2.1. Issuance and Sale of First Tranche Shares 2 2.2. Additional Issuances 2 2.3. Closings and Closing Dates 3 2.4. Closing Adjustments 4 2.5. Deerfield Parti

January 10, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2012 Talon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32626 32-0064979 (Commissio

January 10, 2012 EX-3.2

CERTIFICATE OF AMENDMENT CORRECTED CERTIFICATE OF DESIGNATION SERIES A-2 CONVERTIBLE PREFERRED STOCK TALON THERAPEUTICS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CORRECTED CERTIFICATE OF DESIGNATION OF SERIES A-2 CONVERTIBLE PREFERRED STOCK OF TALON THERAPEUTICS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.) (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the St

January 10, 2012 EX-10.3

TALON THERAPEUTICS, INC. AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 EXECUTION VERSION TALON THERAPEUTICS, INC. AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 (this “Amendment”), dated January 9, 2012, to the Registration Rights Agreement (the “Agreement”) among Talon Therapeutics, Inc., a Delaware corporation (formerly Hana Biosciences, Inc.) (the “Company”), and the purchasers signatory thereto (each, a “Purchaser”, and col

January 10, 2012 SC 13D/A

TLON / Talon Therapeutics, Inc. / WARBURG PINCUS LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Talon Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE (Title of Class of Securities) 40963P105 (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017 (212)

January 10, 2012 EX-99.1

Talon Therapeutics Announces $11M Financing

Exhibit 99.1 Talon Therapeutics Announces $11M Financing SAN MATEO, Calif., January 9, 2012 (GLOBE NEWSWIRE) - Talon Therapeutics, Inc. (OTCBB:TLON), today announced that it has entered into an Investment Agreement with Warburg Pincus and Deerfield Management, its largest shareholders, for the sale of $11 million in preferred stock. Talon intends to use the net proceeds from the financing to advan

December 27, 2011 CORRESP

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2207 Bridgepointe Parkway #250 San Mateo, CA 94404 December 27, 2011 VIA EDGAR Mr.

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