POWER OF ATTORNEY





For Executing Forms 3, 4 and 5





 Know all by these presents, that the undersigned hereby constitutes and

 appoints Craig W. Carlson, Christopher J. Melsha and Sean M. Nagle, each of them

 signing individually, his true and lawful attorneys-in-fact to:





1. Execute for and on behalf of the undersigned Initial Statements of

 Beneficial Ownership of Securities on Form 3, Statements of Changes of

 Beneficial Ownership of Securities on Form 4 and Annual Statements of

 Beneficial Ownership of Securities on Form 5, for the purpose of reporting

 transactions by the undersigned in securities issued by Talon Therapeutics,

 Inc. in accordance with Section 16(a) of the Securities Exchange Act of

 1934 and the rules thereunder;





2. Do and perform any and all acts for and on behalf of the undersigned

 which may be necessary or desirable to complete the execution of any such

 Form 3, 4 or 5 and the timely filing thereof with the United States

 Securities and Exchange Commission and any other applicable governmental or

 regulatory authority; and





3. Take any other action of any type whatsoever in connection with the

 foregoing which in the opinion of such attorney-in-fact, may be of benefit

 to, in the best interest of, or legally required by, the undersigned, it

 being understood that the documents executed by such attorney-in-fact on

 behalf of the undersigned pursuant to this Power of Attorney shall be in

 such form and shall contain such terms and conditions as such attorney-in-

fact may approve in his discretion.





 The undersigned hereby grants to each such attorney-in-fact full power and

 authority to do and perform all and every act and thing whatsoever requisite,

 necessary and proper to be done in the exercise of any of the rights and powers

 herein granted, as fully to all intents and purposes as such attorney-in-fact

 might or could do if personally present, with full power of substitution or

 revocation, hereby ratifying and confirming all that such attorney-in-fact, or

 his substitute or substitutes, shall lawfully do or cause to be done by virtue of

 this power of attorney and the rights and powers herein granted.  The undersigned

 acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at

 the request of the undersigned, are not assuming any of the undersigned's

 responsibilities to comply with Section 16 of the Securities Exchange Act of

 1934.





 This Power of Attorney shall remain in full force and effect until the

 undersigned is no longer required to file Forms 3, 4 and 5 with respect to the

 undersigned's holdings of and transactions in securities issued by Talon

 Therapeutics, Inc., unless earlier revoked by the undersigned in a signed writing

 delivered to the foregoing attorneys-in-fact.





 IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as

 of this 10th day of January, 2012.







       /s/ Samir M. Gharib

       (signature)





       Samir M. Gharib

       (print name)