Inclusion Criteria:

- Men or women ≥18 years of age with either a histologic or cytologic diagnosis of
locally advanced or metastatic pancreatic adenocarcinoma. However, patients with
other solid malignancies will be allowed to participate during the dose escalating
Phase I part of the study, who had failed to respond to standard therapy or for which
no standard therapy exists.

- In the phase I portion, patients may either have had no prior chemotherapy
(chemotherapy naive), or have been refractory to or relapsed from standard
chemotherapy, including capecitabine-based regimens. However, in the phase II
portion of the study, only pancreatic cancer patients with prior gemcitabine therapy
will be eligible. No prior 5-FU/capecitabine chemotherapy will be allowed EXCEPT
previous adjuvant treatment with 5-FU or capecitabine (radiosensitizing dose) with
radiation completed at least 6 weeks prior to study entry.

- All patients in both the phase I and phase II portions of this study must have at
least one previously unirradiated, unidimensionally measurable lesion by computerized
tomography (CT) or magnetic resonance imaging (MRI) scan of ≥ 20 mm (if conventional
CT scan) or ≥ 10 mm (if spiral CT scan).

- Patients with biliary or gastro-duodenal obstruction must have drainage or by pass
prior to starting chemotherapy.

- Patients with adequate hepatic function defined as

- AST/ALT ≤ 2.5 X ULN;

- Total Bilirubin ≤ 2.0 XULN;

- Alkaline Phosphatase ≤ 5 X ULN (in presence of liver metastasis); or

- Alkaline Phosphatase ≤ 2.5 X ULN (in absence of liver metastasis).

- Patients should have an adequate renal function as indicated by a serum creatinine
<1.6 mg/dL or calculated creatinine clearance ≥ 50 mL/min. (Calculated by
Cockcroft-Gault equation).

- Baseline performance status must be Eastern Cooperative Oncology Group (ECOG) 0, 1,
or 2.

- Women patients who are known to be capable of conception should have a negative serum
pregnancy test (beta-human chorionic gonadotropin [beta-hCG]) within 2 weeks of
starting the study; all patients should agree to use adequate non-estrogenic birth
control methods, consistent with the institute's standard form of contraception if
conception is possible during the study.

- Provide written informed consent prior to screening.

- Patients with adequate hematologic tests:

- Hemoglobin ≥ 9.0 g/dL;

- Absolute neutrophil count (ANC) ≥ 1.5 x 10 9/L;

- Platelet count ≥ 100.0 x 10 9/L;

Exclusion Criteria:

- Patients who are pregnant or breastfeeding.

- Any prior palliative radiation therapy (other than used in the adjuvant therapy of
pancreatic cancer > 6 weeks) must have been completed more than 21 days before entry
into the study and evaluable lesions must not have been included in the radiation
portal.

- Patients with prior capecitabine therapy for pancreatic cancer (Phase II).

- Patients with active CNS metastases.

- Patients with known hypersensitivity or a history of marked intolerance to 5-FU are
ineligible.

- Because cimetidine can decrease the clearance of 5-FU, patients should not enter on
this study until cimetidine is discontinued.

- Patients should not receive concurrent therapy with either sorivudine or brivudine,
while receiving capecitabine. If a patient has received prior sorivudine or
brivudine, then at least four weeks must elapse before the patient receives
capecitabine therapy.

- Exclude sexually active males unwilling to practice contraception during the study.

- Lack of physical integrity of the upper gastrointestinal tract, inability to swallow
tablets or those who have malabsorption syndrome.

- Clinically significant cardiac disease not well controlled with medication (e.g.,
congestive heart failure, symptomatic coronary artery disease, and cardiac
arrhythmias) or myocardial infarction within the last 12 months.

- No concurrent radiotherapy is allowed.

- Known DPD (dihydropyrimidine dehydrogenase) deficiency.

- Patients who have received any previous treatment consisting of standard chemotherapy
(gemcitabine in Phase II study; others in Phase I) within 21 days or an
investigational agent (Phase I) within 30 days on study. Toxicity related to the
previous therapy must have resolved prior to study entry.

- Patients with previous or concurrent malignancy except for inactive non-melanoma skin
cancer and/or in situ carcinoma of the cervix, or other solid tumor treated
curatively and without evidence of recurrence within the last 3 years prior to study
entry.

- Patients taking herbal medicine(s), including supplement(s), are eligible if they
discontinue the herbal medicine(s)/supplement(s) at least 7 days prior to study
entry.

- Known allergy or hypersensitivity to PHY906 or any of the components used in the
PHY906 formulations, or to capecitabine.

- Serious concurrent medical illness, which would jeopardize the ability of the patient
to receive the chemotherapy program outlined in this protocol with reasonable safety.

- Patients with active infections requiring intravenous antibiotic therapy are not
eligible until the infection has resolved.