A Phase I-II Open Label Non-Randomized Study Using TL32711 for Patients With Acute Myelogenous Leukemia, Myelodysplastic Syndrome and Acute Lymphoblastic Leukemia

This is a phase I/II, open-label, non-randomized study using an investigational new drug, TL
32711, in patients with acute myelogenous leukemia. This study will target subjects 60 years
of age and older (with non-M3 AML who have relapsed or refractory disease after standard
therapy or who are newly diagnosed and not candidates for standard induction therapy) and
subjects 18-59 (relapsed or refractory after failing 3 prior lines of therapy). Subjects
would receive the study drug in 4 weeks dosing periods via one of three different treatment
schedules (once weekly, twice weekly or three times weekly dosing). They will receive
treatment for up to 6 cycles, however treatment may be extended at the discretion of the
study doctor if felt to be in the best interest of the subject. Up to 46 subjects will be
enrolled on this study at the University of Pennsylvania, depending on the number of subjects
needed in the Phase I component in order to determine the MTD. The primary objective of the
Phase 1 component of this study is to determine the safety and tolerability of TL32711, and
the MTD in this patient population. The primary objective of the Phase 2 portion of this
study is further define the safety and tolerability, and provide preliminary efficacy data.

Inclusion criteria

- Subjects with a diagnosis of non-M3 AML, Relapsed or refractory ALL or Intermediate
Risk 2 or High Risk disease MDS as follows:

- Subjects with a diagnosis of non-M3 AML which meets one of the following criteria:

1. Ages 60 or older: Relapsed or refractory after at least one prior therapy for AML

2. Ages 60 or older: Newly diagnosed in a patient with a preceding history of
myelodysplastic syndrome which has been treated with azacitidine or decitabine
and who are not appropriate candidates for aggressive therapy including induction
followed by allogeneic stem cell transplantation.

3. Ages 18-59: Relapsed or refractory disease after failing three prior lines of
therapy

- Subjects with a diagnosis of relapsed or refractory ALL: must have failed three prior
lines of therapy and be 18 years of age or older.

- Subjects with a diagnosis of Intermediate Risk 2 or High Risk disease (as defined by
IPSS score): must have failed to respond/intolerant to, or progressed after a
hypomethylating agent, and must not be candidates for allogeneic stem cell
transplantation.

2). Life expectancy of at least 4 weeks 3). Must have recovered from toxic effects of
prior chemotherapy 4). Patients must be able to sign consent and be willing and able
to comply with scheduled visits, treatment plan and laboratory testing.

Exclusion criteria

1. . Cytotoxic chemotherapy (including azacitadine or decitabine) within the past 28 days
other than hydroxyurea

2. . Active participation in any other investigational treatment study for AML.

3. . ECOG performance status greater than 2

4. . Uncontrolled intercurrent illness including, but not limited to: uncontrolled
ongoing infection, symptomatic congestive heart failure, unstable angina pectoris,
cardiac arrhythmia, or psychiatric illness/social situations that would limit
compliance with study requirements.

5. . QT interval corrected for heart rate (QTcB) greater than 480 msec (including
subjects on medication). Subjects with a ventricular pacemaker for whom QT interval is
not measurable may be eligible for enrollment after consultation with the drug
manufacturer and study Medical Monitor, and written documentation of this approval.

6. . Female subjects who are pregnant or breastfeeding