Exhibit
4.3

    RESTRICTED
STOCK AGREEMENT

    


    TALON
THERAPEUTICS, INC.

    2010
EQUITY INCENTIVE PLAN

    


    THIS AGREEMENT is made effective as of
this ____ day of                       
, ______, by and between Talon Therapeutics, Inc., a Delaware corporation
(the “Company”), and _________________________ (the “Participant”).

    


    WITNESSETH:

    


    WHEREAS, the Participant is, on the
date hereof, a key employee, officer, director of or a consultant or advisor to
of the Company or one of its subsidiaries of the Company; and

    


    WHEREAS, the Company wishes to grant a
restricted stock award to the Participant for shares of the Company’s Common
Stock pursuant to the Company’s 2010 Equity Incentive Plan (the “Plan”);
and

    


    WHEREAS, the Administrator of the Plan
has authorized the grant of a restricted stock award to the
Participant;

    


    NOW, THEREFORE, in consideration of the
premises and of the mutual covenants herein contained, the parties hereto agree
as follows:

    


    1.           Grant of
Restricted Stock Award.  The Company hereby grants to the
Participant on the date set forth above a restricted stock award (the “Award”)
for  __________________ (_________________) shares of Common Stock on
the terms and conditions set forth herein, which shares are subject to
adjustment pursuant to Section 14 of the Plan.  The Company shall
cause to be issued one or more stock certificates representing such shares of
Common Stock in the Participant’s name, and shall hold each such certificate
until such time as the risk of forfeiture and other transfer restrictions set
forth in this Agreement have lapsed with respect to the shares represented by
the certificate.  The Company may also place a legend on such
certificates describing the risks of forfeiture and other transfer restrictions
set forth in this Agreement providing for the cancellation of such certificates
if the shares of Common Stock are forfeited as provided in Section 2
below.  Until such risks of forfeiture have lapsed or the shares
subject to this Award have been forfeited pursuant to Section 2 below, the
Participant shall be entitled to vote the shares represented by such stock
certificates and shall receive all distributions attributable to shares for
which the risks of forfeiture have lapsed, but the Participant shall not have
any other rights as a shareholder with respect to such shares.

    


    2.           Vesting
of Restricted Stock.  The shares of Stock subject to this Award
shall remain forfeitable until the risks of forfeiture lapse according to the
following vesting schedule:

    


    
      
        
          
            
              
                	 
      	 	
                        Number

                      
	
                        Vesting Date

                      	 	
                        of Shares
Vested

                      


              

            

          

        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    If the
Participant’s employment with the Company (or a subsidiary of the Company)
terminates at any time prior to a Vesting Date for any reason, including the
Participant’s voluntary resignation, retirement or death, the Participant shall
immediately forfeit all shares of Stock subject to this Award which have not yet
vested and for which the risks of forfeiture have not lapsed.

    


    3.           General
Provisions.

    


    a.           Employment
or Other Relationship.  This Agreement shall not confer on the
Grantee any right with respect to continuance of employment or other
relationship by the Company, nor will it interfere in any way with the right of
the Company to terminate such employment or relationship.

    


    b.           Securities
Law Compliance.  Grantee shall not transfer or otherwise
dispose of the shares of Stock received pursuant to this Agreement until such
time as counsel to the Company shall have determined that such transfer or other
disposition will not violate any state or federal securities
laws.  The Grantee may be required by the Company, as a condition of
the effectiveness of this restricted stock award, to agree in writing that all
Stock subject to this Agreement shall be held, until such time that such Stock
is registered and freely tradable under applicable state and federal securities
laws, for Grantee’s own account without a view to any further distribution
thereof, that the certificates for such shares shall bear an appropriate legend
to that effect and that such shares will be not transferred or disposed of
except in compliance with applicable state and federal securities
laws.

    


    c.           Mergers,
Recapitalizations, Stock Splits, Etc.  Except as otherwise
specifically provided in any employment, change of control, severance or similar
agreement executed by the Grantee and the Company, pursuant and subject to
Section 14 of the Plan, certain changes in the number or character of the shares
of Stock of the Company (through sale, merger, consolidation, exchange,
reorganization, divestiture (including a spin-off), liquidation,
recapitalization, stock split, stock dividend, or otherwise) shall result in an
adjustment, reduction, or enlargement, as appropriate, in the number of shares
subject to this Award.  Any additional shares that are credited
pursuant to such adjustment shall be subject to the same restrictions as are
applicable to the shares with respect to which the adjustment
relates.

    


    d.           Shares
Reserved.  The Company shall at all times during the term of
this Award reserve and keep available such number of shares as will be
sufficient to satisfy the requirements of this Agreement.

    


    e.           Withholding
Taxes.  To permit the Company to comply with all applicable
federal and state income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that, if necessary, all applicable
federal and state payroll, income or other taxes are withheld from any amounts
payable by the Company to the Grantee.  If the Company is unable to
withhold such federal and state taxes, for whatever reason, the Grantee hereby
agrees to pay to the Company an amount equal to the amount the Company would
otherwise be required to withhold under federal or state law prior to the
transfer of any certificates for the shares of Stock subject to this
Award.  Subject to such rules as the Administrator may adopt, the
Administrator may, in its sole discretion, permit Grantee to satisfy such
withholding tax obligations, in whole or in part, by delivering shares of Common
Stock received pursuant to this Award having a Fair Market Value, as of the date
the amount of tax to be withheld is determined under applicable tax law, equal
to the minimum amount required to be withheld for tax
purposes.  Grantee’s request to deliver shares for purposes of such
withholding tax obligations shall be made on or before the date that triggers
such obligations or, if later, the date that the amount of tax to be withheld is
determined under applicable tax law.  Grantee’s request shall be
approved by the Administrator and otherwise comply with such rules as the
Administrator may adopt to assure compliance with Rule 16b-3 or any successor
provision, as then in effect, of the General Rules and Regulations under the
Securities and Exchange Act of 1934, if applicable.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    f.           2010
Stock Incentive Plan.  The Award evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan has been made available to
the Grantee and is hereby incorporated into this Agreement.  This
Agreement is subject to and in all respects limited and conditioned as provided
in the Plan.  All defined terms of the Plan shall have the same
meaning when used in this Agreement.  The Plan governs this Award and,
in the event of any questions as to the construction of this Agreement or in the
event of a conflict between the Plan and this Agreement, the Plan shall govern,
except as the Plan otherwise provides.

    


    g.          Stock
Subject to Transfer Restrictions.  Grantee specifically
acknowledges and understands that any shares of Common Stock issued to Grantee
pursuant to this Agreement or otherwise owned by Grantee shall be subject to
certain transfer restrictions contained in Section 12 of the Plan.

    


    h.          Scope of
Agreement.  This Agreement shall bind and inure to the benefit
of the Company and its successors and assigns and of the Grantee and any
successor or successors of the Grantee.

    


    i.           Arbitration.  Any
dispute arising out of or relating to this Agreement or the alleged breach of
it, or the making of this Agreement, including claims of fraud in the
inducement, shall be discussed between the disputing parties in a good faith
effort to arrive at a mutual settlement of any such controversy.  If,
notwithstanding, such dispute cannot be resolved, such dispute shall be settled
by binding arbitration.  Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.  The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or
business litigation for at least 10 years.  If the parties cannot agree on an
arbitrator within 20 days, any party may request that the chief judge of the
District Court for the Northern District of California, select an arbitrator.
Arbitration will be conducted pursuant to the provisions of this Agreement, and
the commercial arbitration rules of the American Arbitration Association, unless
such rules are inconsistent with the provisions of this Agreement.  Limited
civil discovery shall be permitted for the production of documents and taking of
depositions.  Unresolved discovery disputes may be brought to the attention of
the arbitrator who may dispose of such dispute.  The arbitrator shall have the
authority to award any remedy or relief that a court of this state could order
or grant; provided, however, that punitive or exemplary damages shall not be
awarded.  The arbitrator may award to the prevailing party, if any, as
determined by the arbitrator, all of its costs and fees, including the
arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses
and reasonable  attorneys’ fees.  Unless otherwise agreed by the parties,
the place of any arbitration proceedings shall be San Francisco County,
California.

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed on the day and year first above
written.

    


    
      
        
          	 
      	
                  TALON
      THERAPEUTICS, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Its:

                	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                  Participant

                


        

      

    


    
      
         


      

      
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