Inclusion Criteria:

- histologically confirmed B-cell chronic lymphocytic leukemia (CLL), small lymphocytic
lymphoma (SLL), prolymphocytic leukemia arising from CLL/SLL or Richter's
transformation according to WHO criteria who require therapy based on the 2008
revised IWCLL criteria.

- Relapsed or refractory disease after receiving at least 1 prior therapy for CLL

- At least 18 years old; ECOG status of 2 or less; life expectancy 2 months or greater

- Adequate organ and marrow function (total bilirubin less than 1.5x IULN; ALT less
than 2x IULN; serum creatinine less than 1.5x ULN)

Exclusion Criteria:

- have had chemotherapy, radiotherapy or immunotherapy within 4 weeks prior to entering
study

- have not recovered from AEs due to agents administered more than 4 weeks prior

- receiving any other investigational agent

- known second malignancy that limits survival to less than 2 years

- known HIV positive

- uncontrolled intercurrent illness

- pregnant or breastfeeding