Amendment to 2010 Equity Incentive Plan

On January 21, 2013, the Board of Directors of Talon Therapeutics, Inc. (the "Company") adopted an amendment to the Company's 2010 Equity Incentive Plan (the "Plan") increasing the total number of shares of the Company's common stock issuable thereunder from 10,000,000 to 12,500,000. A copy of the Plan, as amended, is attached hereto as Exhibit 10.1.

Other Compensation Matters

On January 25, 2013, the Company granted 10-year stock options pursuant to the Plan to Steven R. Deitcher, M.D., the Company's President and Chief Executive Officer, and Craig W. Carlson, the Company's Senior Vice President and Chief Financial Officer, to purchase 1,000,000 and 400,000 shares of the Company's common stock, respectively. Each stock option is exercisable at a price of $0.64 per share, the closing sale price of the Company's common stock on the date of grant, and vests in 48 equal monthly installments commencing on the one-month anniversary of the grant date. Each stock option grant is evidenced by a separate stock option agreement in the Company's standard form for use under the Plan.

(d) Exhibits.

 Exhibit No.   Description
    10.1       Talon Therapeutics, Inc. 2010 Equity Incentive Plan, as amended through
               January 21, 2013.