Gemcitabine + TH-302

Inclusion Criteria:

1. At least 18 years of age

2. Ability to understand the purposes and risks of the study and has signed a written
informed consent form

3. Dose escalation subjects:

a. Histologically or cytologically confirmed solid malignancy that is metastatic or
unresectable and for which standard curative or palliative measures do not exist or
are no longer effective OR solid malignancy for which monotherapy with gemcitabine is
considered standard therapy b. Tumor progression after most recent therapy

Dose expansion subjects:

a. Locally advanced unresectable or metastatic pancreatic ductal adenocarcinoma
proven either by histology (surgical biopsy) or cytology (CT- or endoscopic-guided)
previously untreated with chemotherapy other than radiosensitizing doses of
5-fluorouracil

4. Recovered from toxicities of prior therapy to grade 0 or 1

5. Evaluable disease by RECIST criteria (at least one target or non-target lesion)

6. ECOG 0 or 1

7. Life expectancy of at least 3 months

8. Acceptable liver function:

a. Bilirubin ≤ 1.5 times upper limit of normal b. AST (SGOT) and ALT (SGPT) ≤
2.5xULN; if liver metastases are present, then ≤ 5xULN is allowed

9. Acceptable renal function:

a. Serum creatinine ≤ ULN

10. Acceptable hematologic status:

1. ANC ≥ 1500 cells/μL

2. Platelet count ≥ 100,000/μL

3. Hemoglobin ≥ 9.0 g/dL

11. All women of childbearing potential must have a negative serum pregnancy test and
women and men subjects must agree to use effective means of contraception with their
partner from entry into the study through 6 months after the last dose

Docetaxel + TH-302

Inclusion Criteria:

All Subjects:

1. At least 18 years of age

2. Ability to understand the purposes and risks of the study and has signed a written
informed consent form

3. Dose escalation subjects ONLY:

a. Histologically or cytologically confirmed solid malignancy that is metastatic or
unresectable and for which standard curative or palliative measures do not exist or
are no longer effective OR solid malignancy for which monotherapy with docetaxel
would be appropriate b. Tumor progression after most recent therapy

4. Recovered from toxicities of prior therapy to grade 0 or 1

5. Evaluable disease by RECIST criteria (at least one target or non-target lesion) or
evidence of disease progression for subjects with metastatic castrate-resistant
prostate cancer

6. ECOG 0 or 1

7. Life expectancy of at least 3 months

8. Acceptable liver function:

a. Bilirubin ≤ upper limit of normal b. AST (SGOT) and ALT (SGPT) ≤ 1.5x ULN with
alkaline phosphatase ≤ 2.5x ULN

9. Acceptable renal function:

a. Serum creatinine ≤ ULN

10. Acceptable hematologic status:

1. ANC ≥ 1500 cells/μL

2. Platelet count ≥ 100,000/μL

3. Hemoglobin ≥ 9.0 g/dL

11. All women of childbearing potential must have a negative serum pregnancy test and
women and men subjects must agree to use effective means of contraception with their
partner from entry into the study through 6 months after the last dose

Expanded Cohort Subjects or dose-escalation subjects with metastatic castrate-resistant
prostate cancer previously untreated with chemotherapy:

1. Histologically or cytologically confirmed adenocarcinoma of the prostate with
clinical or radiologic evidence of metastatic disease

2. Disease progression during hormone therapy and received primary androgenablation
therapy as maintenance

3. For subjects who have not had orchiectomy: serum testosterone concentration <50 ng/mL
(<1.7 nmol/L); GnRH analog therapy must be continued during this study

4. If there has been antiandrogen withdrawal, it must have occurred at least 4 weeks
before study enrollment (6 weeks for bicalutamide) OR in subjects who have had an
antiandrogen added as second-line therapy and there was no response to the most
recent antiandrogen therapy or if the PSA decline lasted ≤3 months, antiandrogen
therapy must be discontinued for at least 2 weeks

5. Evidence of disease progression, manifested by at least one of the following:

1. Rising PSA on at least 3 measurements at least 1 week apart

2. Disease progression on physical examination or imaging studies (if progression
is based on bone scan alone, there must be at least 2 new bone lesions)

6. Previously untreated with systemic chemotherapy

7. PSA at least 2 ng/mL

Expanded Cohort Subjects or dose-escalation subjects with second-line NSCLC:

1. Histological or cytological confirmation of NSCLC with stage IIIB or IV disease not
amenable to curative therapy 2. Prior treatment with only one systemic chemotherapy
regimen for advanced disease 3. Tumor progression after most recent therapy

Pemetrexed + TH-302

Inclusion Criteria:

All Subjects:

1. At least 18 years of age

2. Ability to understand the purposes and risks of the study and has signed a written
informed consent form

3. Dose escalation subjects:

a. Histologically or cytologically confirmed solid malignancy that is metastatic or
unresectable and for which standard curative or palliative measures do not exist or
are no longer effective OR solid malignancy for which monotherapy with pemetrexed is
considered standard therapy b. Tumor progression after most recent therapy

4. Recovered from toxicities of prior therapy

5. Evaluable disease by RECIST criteria (at least one target or non-target lesion)

6. ECOG performance status of 0 or 1

7. Life expectancy of at least 3 months

8. Acceptable liver function:

1. Bilirubin ≤ 1.5x ULN

2. AST (SGOT) and ALT (SGPT) ≤ 2.5x ULN; if liver metastases are present, then ≤ 5x
ULN is allowed

9. Acceptable renal function:

a. Serum creatinine ≤ ULN and calculated CrCl ≥ 45 mL/min

10. Acceptable hematologic status:

a. ANC ≥ 1500 cells/μL b. Platelet count ≥ 100,000/μL c. Hemoglobin ≥ 9.0 g/dL

11. All women of childbearing potential must have a negative serum pregnancy test and
women and men subjects must agree to use effective means of contraception with their
partner from entry into the study through 6 months after the last dose Expanded
cohort subjects ONLY: Second-line NSCLC

1. Histological or cytological confirmation of NSCLC with stage IIIB or IV disease not
amenable to curative therapy 2. Prior treatment with only one systemic chemotherapy
regimen for advanced disease 3. Tumor progression after most recent therapy

Gemcitabine + TH-302 Exclusion Criteria:

All Subjects:

1. Prior treatment with more than 3 myelosuppressive cytotoxic chemotherapy regimens

2. Prior treatment with gemcitabine

3. Prior radiotherapy to more than 25% of the bone marrow

4. New York Heart Association (NYHA) Class III or IV, cardiac disease, myocardial
infarction within 6 months prior to Day 1, unstable arrhythmia or symptomatic
peripheral arterial vascular disease

5. Seizure disorders requiring anticonvulsant therapy

6. Symptomatic brain, leptomeningeal or epidural metastases, (unless previously treated
and well controlled for a period of ≥ 3 months)

7. Previously treated malignancies, except for adequately treated non-melanoma skin
cancer, in situ cancer, or other cancer from which the subject has been disease-free
for at least 5 years

8. Severe chronic obstructive or other pulmonary disease with hypoxemia (requires
supplementary oxygen, symptoms due to hypoxemia or oxygen saturation <90% by pulse
oximetry after a 2 minute walk) or in the opinion of the investigator any
physiological state likely to cause systemic or regional hypoxemia

9. Major surgery, other than diagnostic surgery, within 4 weeks prior to Day 1, without
complete recovery

10. Active, uncontrolled bacterial, viral, or fungal infections, requiring systemic
therapy

11. Treatment with radiation therapy, surgery, chemotherapy, targeted therapies or
hormones within 4 weeks prior to study entry

12. Prior therapy with an hypoxic cytotoxin

13. Subjects who participated in an investigational drug or device study within 28 days
prior to study entry

14. Known infection with HIV, hepatitis B or C

15. Subjects who have exhibited allergic reactions to a structural compound, biological
agent, or formulation (containing solutol and/or propylene glycol) similar to TH-302

16. Females who are pregnant or breast-feeding

17. Concomitant disease or condition that could interfere with the conduct of the study,
or that would, in the opinion of the investigator, pose an unacceptable risk to the
subject in this study

18. Unwillingness or inability to comply with the study protocol for any reason Expanded
cohort subjects ONLY: First-line advanced adenocarcinoma of the pancreas

1. Prior chemotherapy therapy for advanced disease other than radiosensitizing doses of
5-fluorouracil

Docetaxel + Prednisone + TH-302 Exclusion Criteria:

All Subjects:

1. Prior treatment with more than 3 myelosuppressive cytotoxic chemotherapy regimens

2. Prior treatment with docetaxel

3. Prior radiotherapy to more than 25% of the bone marrow unless radiotherapy was
completed >5 years ago and there is not hematologic evidence of persistent bone
marrow suppression

4. Uncontrolled pleural effusion or ascites

5. History of sensitivity to drugs formulated with polysorbate 80

6. New York Heart Association (NYHA) Class III or IV, cardiac disease, myocardial
infarction within 6 months prior to Day 1, unstable arrhythmia or symptomatic
peripheral arterial vascular disease

7. Seizure disorders requiring anticonvulsant therapy

8. Symptomatic brain, leptomeningeal or epidural metastases (unless previously treated
and well controlled for a period of ≥ 3 months)

9. Ongoing CTCAE grade 2 or greater peripheral neuropathy

10. Previously treated malignancies, except for adequately treated non-melanoma skin
cancer, in situ cancer, or other cancer from which the subject has been disease-free
for at least 5 years

11. Severe chronic obstructive or other pulmonary disease with hypoxemia (requires
supplementary oxygen, symptoms due to hypoxemia or oxygen saturation <90% by pulse
oximetry after a 2 minute walk) or in the opinion of the investigator any
physiological state likely to cause systemic or regional hypoxemia

12. Major surgery, other than diagnostic surgery, within 4 weeks prior to Day 1, without
complete recovery

13. Active, uncontrolled bacterial, viral, or fungal infections, requiring systemic
therapy

14. Treatment with radiation therapy, surgery, chemotherapy, targeted therapies or
hormones within 4 weeks prior to study entry

15. Prior therapy with an hypoxic cytotoxin

16. Subjects who participated in an investigational drug or device study within 28 days
prior to study entry

17. Known active infection with HIV, hepatitis B or C

18. Subjects who have exhibited allergic reactions to a structural compound, biological
agent, or formulation (containing solutol and/or propylene glycol) similar to TH-302

19. Females who are pregnant or breast-feeding

20. Concomitant disease or condition that could interfere with the conduct of the study,
or that would, in the opinion of the investigator, pose an unacceptable risk to the
subject in this study

21. Unwillingness or inability to comply with the study protocol for any reason Expanded
Cohort Subjects ONLY: Castrate-resistant prostate cancer

1. Prior treatment with cytotoxic chemotherapy or radioisotope therapy Expanded Cohort
Subjects ONLY: Second-line NSCLC

1. More than one prior cytotoxic chemotherapy regimen for advanced disease

2. Weight loss of >10% body weight in the previous 6 weeks

Pemetrexed + TH-302 Exclusion Criteria:

All Subjects:

1. Prior treatment with more than 3 myelosuppressive cytotoxic chemotherapy regimens

2. Prior treatment with pemetrexed

3. Prior radiotherapy to more than 25% of the bone marrow

4. Inability to discontinue non-steroidal anti-inflammatory drugs for 5 days (long
half-life) or 2 days (short half-life, if subject has CrCl <80 mL/min) before until 2
days following pemetrexed dosing

5. New York Heart Association (NYHA) Class III or IV, cardiac disease, myocardial
infarction within 6 months prior to Day 1, unstable arrhythmia or symptomatic
peripheral arterial vascular disease

6. Seizure disorders requiring anticonvulsant therapy

7. Symptomatic brain, leptomeningeal or epidural metastases (unless previously treated
and well controlled for a period of ≥ 3 months)

8. Previously treated malignancies, except for adequately treated non-melanoma skin
cancer, in situ cancer, or other cancer from which the subject has been disease-free
for at least 5 years

9. Severe chronic obstructive or other pulmonary disease with hypoxemia (requires
supplementary oxygen, symptoms due to hypoxemia or oxygen saturation <90% by pulse
oximetry after a 2 minute walk) or in the opinion of the investigator any
physiological state likely to cause systemic or regional hypoxemia

10. Major surgery, other than diagnostic surgery, within 4 weeks prior to Day 1, without
complete recovery

11. Active, uncontrolled bacterial, viral, or fungal infections, requiring systemic
therapy

12. Treatment with radiation therapy, surgery, chemotherapy, targeted therapies or
hormones within 4 weeks prior to study entry

13. Prior therapy with an hypoxic cytotoxin

14. Subjects who participated in an investigational drug or device study within 28 days
prior to study entry

15. Known active infection with HIV, hepatitis B, or hepatitis C

16. Subjects who have exhibited allergic reactions to a structural compound, biological
agent, or formulation (containing solutol and/or propylene glycol) similar to TH-302

17. Females who are pregnant or breast-feeding

18. Concomitant disease or condition that could interfere with the conduct of the study,
or that would, in the opinion of the investigator, pose an unacceptable risk to the
subject in this study

19. Unwillingness or inability to comply with the study protocol for any reason Expanded
Cohort Subjects ONLY: Second-line NSCLC

1. More than one prior cytotoxic chemotherapy regimen for advanced disease 2. Weight loss
of >10% body weight in the previous 6 weeks