0001193805-12-000878.txt : 20120509 0001193805-12-000878.hdr.sgml : 20120509 20120509150628 ACCESSION NUMBER: 0001193805-12-000878 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120509 DATE AS OF CHANGE: 20120509 GROUP MEMBERS: DEERFIELD CAPITAL, L.P. GROUP MEMBERS: DEERFIELD MANAGEMENT COMPANY, L.P. GROUP MEMBERS: DEERFIELD PRIVATE DESIGN FUND, L.P. GROUP MEMBERS: DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. GROUP MEMBERS: DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LTD GROUP MEMBERS: DEERFIELD SPECIAL SITUATIONS FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Talon Therapeutics, Inc. CENTRAL INDEX KEY: 0001140028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 320064979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79910 FILM NUMBER: 12825337 BUSINESS ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY STREET 2: SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-588-6404 MAIL ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY STREET 2: SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94404 FORMER COMPANY: FORMER CONFORMED NAME: Hana Biosciences Inc DATE OF NAME CHANGE: 20041006 FORMER COMPANY: FORMER CONFORMED NAME: EMAIL REAL ESTATE COM INC DATE OF NAME CHANGE: 20010504 SC 13D/A 1 e609675_13da-talon.htm Unassociated Document
 
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 Capital, L.P.
780 Third Avenue, 37th Floor
New York, New York  10017
(212) 551-1600
 
With a copy to:
 
Mark I. Fisher, Esq.
Elliot Press, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York  10022
(212) 940-8800
  
 
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
March 31, 2012
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
(Page 1 of 15 Pages)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
  
Page 2 of 15 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
17,367,887 Shares (1)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
17,367,887 Shares (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,367,887 Shares (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
46.29% (2)
14
TYPE OF REPORTING PERSON
 
PN
 
(1)  Comprised of an aggregate of 1,720,183 shares of common stock, warrants to purchase 324,735 shares of common stock, 5,797,426 shares of common stock issuable as of May 7, 2012 upon the conversion of an aggregate of 36,807 shares of Series A-1 Convertible Preferred Stock and 7,495,543 shares of common stock issuable as of May 7, 2012 upon the conversion of an aggregate of 21,928 shares of Series A-2 Convertible Preferred Stock held by Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P., and an additional 2,030,000 shares of common stock underlying an aggregate of 6,090 shares of Series A-2 Convertible Preferred Stock issuable on June 30, 2012 (without giving effect to any accretion thereof) to Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.
 
(2)  Based on 21,873,938 outstanding shares of common stock of the Company as reported in the Company's Proxy Statement filed by the Company on February 27, 2012 with the Securities and Exchange Commission.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
  
Page 3 of 15 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Special Situations Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,261,259 Shares (3)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,261,259 Shares (3)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,261,259 Shares (3)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.51% (4)
14
TYPE OF REPORTING PERSON
 
PN
 
(3)    Comprised of 230,125 shares of common stock, warrants to purchase 21,414 shares of common stock, 382,116 shares of common stock issuable as of May 7, 2012 upon the conversion of 2,426 shares of Series A-1 Convertible Preferred Stock, 493,937 shares of common stock issuable as of May 7, 2012 upon the conversion of 1,445 shares of Series A-2 Convertible Preferred Stock and an additional 133,667 shares of common stock underlying 401 shares of Series A-2 Convertible Preferred Stock issuable on June 30, 2012 (without giving effect to any accretion thereof).
 
(4)   See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
  
Page 4 of 15 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Private Design Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
6,168,833 Shares (5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
6,168,833 Shares (5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,168,833 Shares (5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
22.45% (6)
14
TYPE OF REPORTING PERSON
 
PN
 
(5)  Comprised of 570,632 shares of common stock, warrants to purchase 116,172 shares of common stock, 2,074,076 shares of common stock issuable as of May 7, 2012 upon the conversion of 13,168 shares of Series A-1 Convertible Preferred Stock, 2,681,620 shares of common stock issuable as of May 7, 2012 upon the conversion of 7,845 shares of Series A-2 Convertible Preferred Stock and an additional 726,333 shares of common stock underlying 2,179 shares of Series A-2 Convertible Preferred Stock issuable on June 30, 2012 (without giving effect to any accretion thereof).
 
(6)  See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
  
Page 5 of 15 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Private Design International, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
9,937,795 Shares (7)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
9,937,795 Shares (7)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,937,795 Shares (7)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
32.17% (8)
14
TYPE OF REPORTING PERSON
 
PN
 
(7)  Comprised of 919,426 shares of common stock, warrants to purchase 187,149 shares of common stock, 3,341,234 shares of common stock issuable as of May 7, 2012 upon the conversion of 21,213 shares of Series A-1 Convertible Preferred Stock, 4,319,986 shares of common stock issuable as of May 7, 2012 upon the conversion of 12,638 shares of Series A-2 Convertible Preferred Stock and an additional 1,170,000 shares of common stock underlying 3,510 shares of Series A-2 Convertible Preferred Stock issuable on June 30, 2012 (without giving effect to any accretion thereof).
 
(8)  See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
  
Page 6 of 15 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Management Company, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,344,680 Shares (9)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,344,680 Shares (9)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,344,680 Shares (9)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.87% (10)
14
TYPE OF REPORTING PERSON
 
PN
 
(9)  Comprised of 453,663 shares of common stock, warrants to purchase 39,249 shares of common stock, 700,599 shares of common stock issuable as of May 7, 2012 upon the conversion of 4,448 shares of Series A-1 Convertible Preferred Stock and 905,836 shares of common stock issuable as of May 7, 2012 upon the conversion of 2,650 shares of Series A-2 Convertible Preferred Stock held by Deerfield Special Situations Fund International, Limited, and an additional 245,333 shares of common stock underlying 736 shares of Series A-2 Convertible Preferred Stock issuable on June 30, 2012 (without giving effect to any accretion thereof) to Deerfield Special Situations Fund International, Limited.
 
(10)  See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
  
Page 7 of 15 Pages
 
1
NAME OF REPORTING PERSONS
 
Deerfield Special Situations Fund International, Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,344,680 Shares (11)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,344,680 Shares (11)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,344,680 Shares (11)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.87% (12)
14
TYPE OF REPORTING PERSON
 
CO
 
(11) Comprised of 453,663 shares of common stock, warrants to purchase 39,249 shares of common stock, 700,599 shares of common stock issuable as of May 7, 2012 upon the conversion of 4,448 shares of Series A-1 Convertible Preferred Stock, 905,836 shares of common stock issuable as of May 7, 2012 upon the conversion of 2,650 shares of Series A-2 Convertible Preferred Stock and an additional 245,333 shares of common stock underlying 736 shares of Series A-2 Convertible Preferred Stock issuable on June 30, 2012 (without giving effect to any accretion thereof).
 
(12)  See footnote 2 above.
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 87484H104
  
Page 8 of 15 Pages
 
1
NAME OF REPORTING PERSONS
 
James E. Flynn
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
 
 
  (a) o
  (b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America

 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
19,712,567 Shares (13)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
19,712,567 Shares (13)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,712,567 Shares (13)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
50.02% (14)
14
TYPE OF REPORTING PERSON
 
IN
 
(13)  Comprised of an aggregate of 2,173,846 shares of common stock, warrants to purchase 363,984 shares of common stock, 6,498,025 shares of common stock issuable as of May 7, 2012 upon the conversion of an aggregate of 41,255 shares of Series A-1 Convertible Preferred Stock and 8,401,379 shares of common stock issuable as of May 7, 2012 upon the conversion of an aggregate of 24,578 shares of Series A-2 Convertible Preferred Stock held by Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and Deerfield Special Situations Fund International, Limited, and an additional 2,275,333 shares of common stock underlying an aggregate of 6,826 shares of Series A-2 Convertible Preferred Stock issuable on June 30, 2012 (without giving effect to any accretion thereof) to Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund, L.P., Deerfield Private Design International, L.P. and Deerfield Special Situations Fund International, Limited.
 
(14)  See footnote 2 above.
 
 
 
 
 
CUSIP No. 87484H104
 
The Schedule 13D filed on October 19, 2009 by (i) Deerfield Capital, L.P. (“Deerfield Capital”), (ii) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), (iii) Deerfield Private Design Fund, L.P. (“Deerfield Private Design Fund”), (iv) Deerfield Private Design International, L.P. (“Deerfield Private Design International”), (v) Deerfield Management Company, L.P. (“Deerfield Management”), (vi) Deerfield Special Situations Fund International, Limited (“Deerfield Special Situations International”) and (vii) James E. Flynn, a natural person (“Flynn” and collectively with Deerfield Capital, Deerfield Special Situations Fund, Deerfield Private Design Fund, Deerfield Private Design International, Deerfield Management and Deerfield Special Situations International, the “Reporting Persons”), as amended by Amendment No. 1 filed on June 11, 2010, Amendment No. 2 filed on September 16, 2010, Amendment No. 3 filed on February 4, 2011, Amendment No. 4 filed on May 25, 2011, Amendment No. 5 filed on June 13, 2011, Amendment No. 6 filed on June 24, 2011, Amendment No. 7 filed on September 7, 2011, Amendment No. 8 filed on January 12, 2012 and Amendment No. 9 filed on March 16, 2012 with respect to the securities of Talon Therapeutics, Inc. (the “Company”) (formerly Hana Biosciences, Inc.) is hereby amended by this Amendment No. 10. Only those items hereby reported in this Amendment No. 10 are amended and all other items remain unchanged.  Terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in Amendment No.1 to the Schedule 13D.

Item 5.                                Interest in Securities of the Issuer.

Items 5(a), 5(b) and 5(c) of the Schedule 13D are amended and restated to read as follows:

All of the computations and share amounts used here do not give effect to any accretion of shares Series A-1 Preferred Stock or Series A-2 Preferred Stock after May 7, 2012.

(a)

(1)           Reporting Persons

Number of shares:   19,712,567 (13)
Percentage of shares:                                           50.02% (2)

(2)           Deerfield Capital

Number of shares:   17,367,887 (1)
Percentage of shares:                                           46.29% (2)

(3)           Deerfield Special Situations Fund

Number of shares:   1,261,259 (3)
Percentage of shares:                                           5.51% (2)

(4)           Deerfield Private Design Fund

Number of shares:   6,168,833 (5)
Percentage of shares:                                           22.45% (2)
  
 
 
 
 
CUSIP No. 87484H104
 
(5)           Deerfield Private Design International

Number of shares:   9,937,795 (7)
Percentage of shares:                                           32.17% (2)

 (6)           Deerfield Management

Number of shares:   2,344,680 (9)
Percentage of shares:                                           9.87% (2)

(7)           Deerfield Special Situations International

Number of shares:   2,344,680 (11)
Percentage of shares:                                           9.87% (2)

(8)           Flynn

Number of shares:   19,712,567 (13)
Percentage of shares:                                           50.02% (2)

(b)

(1)           Deerfield Capital

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  17,367,887 shares (1)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  17,367,887 shares (1)

(2)           Deerfield Special Situations Fund

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  1,261,259 shares (3)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  1,261,259 shares (3)
 
(3)           Deerfield Private Design Fund

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  6,168,833 shares (5)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  6,168,833 shares (5)
 
(4)           Deerfield Private Design International

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  9,937,795 shares (7)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  9,937,795 shares (7)
  
 
 
 
 
CUSIP No. 87484H104
 
(5)           Deerfield Management

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  2,344,680 shares (9)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  2,344,680 shares (9)

(6)           Deerfield Special Situations International

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  2,344,680 shares (11)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  2,344,680 shares (11)

(7)           Flynn

Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote: 19,712,567 shares (13)
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition: 19,712,567 shares (13)

Flynn is the sole member of the general partner of each of Deerfield Capital and Deerfield Management.  Deerfield Capital is the general partner of Deerfield Special Situations Fund, Deerfield Private Design Fund and Deerfield Private Design International.  Deerfield Management is the investment manager of Deerfield Special Situations International.

(c)              The following table sets forth the transactions effected by the Reporting Persons in the shares of Common Stock of the Company in the last 60 days.  All transactions listed below were effected as open market sales.

Date
Seller
Number of Shares of Common Stock Sold
 
Price
March 7, 2012
Deerfield Special Situations Fund, L.P.
2,296
$0.99
March 7, 2012
Deerfield Special Situations Fund International, Limited
4,310
$0.99
March 7, 2012
Deerfield Private Design Fund, L.P.
5,513
$0.99
March 7, 2012
Deerfield Private Design International, L.P.
8,881
$0.99
March 8, 2012
Deerfield Special Situations Fund, L.P.
6,015
$1.04
March 8, 2012
Deerfield Special Situations Fund International, Limited
11,285
$1.04
March 8, 2012
Deerfield Private Design Fund, L.P.
14,439
$1.04
  
 
 
 
 
CUSIP No. 87484H104
 
March 8, 2012
Deerfield Private Design International, L.P.
23,261
$1.04
March 9, 2012
Deerfield Special Situations Fund, L.P.
16,734
$1.20
March 9, 2012
Deerfield Special Situations Fund International, Limited
31,393
$1.20
March 9, 2012
Deerfield Private Design Fund, L.P.
40,167
$1.20
March 9, 2012
Deerfield Private Design International, L.P.
64,706
$1.20
March 12, 2012
Deerfield Special Situations Fund, L.P.
13,472
$1.11
March 12, 2012
Deerfield Special Situations Fund International, Limited
25,275
$1.11
March 12, 2012
Deerfield Private Design Fund, L.P.
32,339
$1.11
March 12, 2012
Deerfield Private Design International, L.P.
52,094
$1.11
March 13, 2012
Deerfield Special Situations Fund, L.P.
2,023
$1.04
March 13, 2012
Deerfield Special Situations Fund International, Limited
3,796
$1.04
March 13, 2012
Deerfield Private Design Fund, L.P.
4,857
$1.04
March 13, 2012
Deerfield Private Design International, L.P.
7,824
$1.04
March 14, 2012
Deerfield Special Situations Fund, L.P.
3,885
$1.01
March 14, 2012
Deerfield Special Situations Fund International, Limited
7,290
$1.01
March 14, 2012
Deerfield Private Design Fund, L.P.
9,326
$1.01
March 14, 2012
Deerfield Private Design International, L.P.
15,025
$1.01
May 3, 2012
Deerfield Special Situations Fund, L.P.
21,816
$0.99
May 3, 2012
Deerfield Special Situations Fund International, Limited
30,400
$0.99
 
 
 
 
CUSIP No. 87484H104
 
May 3, 2012
Deerfield Private Design Fund, L.P.
43,600
$0.99
May 3, 2012
Deerfield Private Design International, L.P.
70,184
$0.99
May 3, 2012
Deerfield Special Situations Fund, L.P.
8,577
$0.98
May 3, 2012
Deerfield Special Situations Fund International, Limited
11,900
$0.98
May 3, 2012
Deerfield Private Design Fund, L.P.
17,123
$0.98
May 3, 2012
Deerfield Private Design International, L.P.
27,500
$0.98
 
In accordance with the Second Amendment to Facility Agreement, dated as of January 9, 2012, to that certain Facility Agreement, dated as of October 30, 2007, as amended (the “Facility Agreement”), between the Company, Deerfield Private Design Fund, Deerfield Special Situations Fund, Deerfield Special Situations International and Deerfield Private Design International (as previously reported on Amendment No. 8 filed January 12, 2012 by the Reporting Persons), in lieu of the Company’s interest payment obligation under the Facility Agreement in the aggregate amount of $675,332.19 for the quarter ended March 31, 2012, on May 7, 2012, the Company issued and delivered to the Reporting Persons an aggregate of 6,752 shares of Series A-2 Convertible Preferred Stock (convertible as of May 7, 2012 into an aggregate of  2,275,333 shares of Common Stock) and paid cash in lieu of fractional shares an aggregate amount of $132.19.  The shares of Series A-2 Convertible Preferred Stock issued and delivered to the Reporting Persons consisted of (i) 397 shares of Series A-2 Convertible Preferred Stock (convertible as of May 7, 2012 into 133,537 shares of Common Stock) issued to Deerfield Special Situations Fund, (ii) 728 shares of Series A-2 Convertible Preferred Stock (convertible as of May 7, 2012 into 244,874 shares of Common Stock) issued to Deerfield Special Situations International, (iii)  2,155 shares of Series A-2 Convertible Preferred Stock (convertible as of May 7, 2012 into 724,868 shares of Common Stock) issued to Deerfield Private Design Fund, and (iv) 3,472 shares of Series A-2 Convertible Preferred Stock (convertible as of May 7, 2012 into 1,167,863 shares of Common Stock) issued to Deerfield Private Design International.
 
 
 

CUSIP No. 87484H104
 
SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  May 9, 2012
 
 
DEERFIELD CAPITAL, L.P.
       
 
By: 
 J.E. Flynn Capital LLC, General Partner  
       
 
By: 
 /s/ Darren Levine  
 
Name: 
 Darren Levine  
 
Title:
Attorney-in-Fact*
  

 
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
       
 
By: 
 Deerfield Capital, L.P., General Partner  
       
 
By: 
 J.E. Flynn Capital LLC, General Partner  
       
 
By: 
 /s/ Darren Levine  
 
Name: 
 Darren Levine  
 
Title:
Attorney-in-Fact*
  
 
 
DEERFIELD PRIVATE DESIGN FUND, L.P.
       
 
By: 
 Deerfield Capital, L.P., General Partner  
       
 
By: 
 J.E. Flynn Capital LLC, General Partner  
       
 
By: 
 /s/ Darren Levine  
 
Name: 
 Darren Levine  
 
Title:
Attorney-in-Fact*
  
 
 
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
       
 
By: 
 Deerfield Capital, L.P., General Partner  
       
 
By: 
 J.E. Flynn Capital LLC, General Partner  
       
 
By: 
 /s/ Darren Levine  
 
Name: 
 Darren Levine  
 
Title:
Attorney-in-Fact*
  
 
 
 
 
 
CUSIP No. 87484H104
 
 
DEERFIELD MANAGEMENT COMPANY, L.P.
       
 
By: 
 Flynn Management LLC, General Partner  
       
 
By: 
 /s/ Darren Levine  
 
Name: 
 Darren Levine  
 
Title:
Attorney-in-Fact*
  

 
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
  
       
 
By: 
 /s/ Darren Levine  
 
Name: 
 Darren Levine  
 
Title:
Attorney-in-Fact*
  
       
 
JAMES E. FLYNN
  
       
 
/s/ Darren Levine
  
 
Darren Levine, Attorney-in-Fact*
  
  
*Power of Attorney previously filed as Exhibit 24 to the Form 4 filed by the Reporting Persons on June 9, 2010 with respect to the Company.