Study of Lymphodepletion Plus Adoptive Cell Transfer With T-Cells Transduced With CXCR2 and NGFR Followed by High Dose Interleukin-2 in Patients With Metastatic Melanoma

Pretreatment Procedures:

If you are found eligible to take part in this study, the following tests and procedures will
be performed before you begin receiving any study drugs or treatments:

Within 6 months before receiving cyclophosphamide and fludarabine:

You will have a lung function test. You will have a cardiac stress test to check your heart
function during stressful conditions. Your study doctor will explain this procedure.

Within 30 days before receiving cyclophosphamide and fludarabine:

- You will complete 2 questionnaires about your quality of life. It should take about 15
minutes total to complete.

- You will have an (ECG) to check your heart function.

- You will have a CT or (PET)/CT scan of the chest, abdomen, and pelvis to check the
status of the disease.

- You will have an (MRI) scan, CT scan, and/or a PET scan of the brain to check the status
of the disease

- You will have tumor biopsies to check the status of the disease. The type of biopsy will
depend on the size and location of the tumor.

- Blood samples (about 4 tablespoons) will be collected to evaluate changes in your
T-cells.

Within 14 days before receiving cyclophosphamide and fludarabine:

- Blood (about 4 tablespoons) and urine will be collected for routine and blood clotting
tests.

- Urine will be collected to check your urinary tract and kidney function.

- If you are able to become pregnant, you will have a blood or urine pregnancy test. If it
is a blood test, it will be part of the routine blood draw. To take part in this study,
you must not be pregnant.

Study Drug Administration:

If you were found to be eligible to take part in this study, you will begin to receive the
study drugs and other drugs that are given to help lower the risk of side effects.

The days leading up to Day 1 of the study are considered negative days. For example, the day
before Day 0 is Day -1.

On Days -7 and -6, you will receive cyclophosphamide each day by vein over about 2 hours.

On Day -7, you will receive mesna by vein non-stop over about 24 hours. This is help to
protect the bladder from side effects of cyclophosphamide.

On Days -5 to -1, you will receive fludarabine each day by vein over about 15-30 minutes.

On Day 0, you will receive CXCR2 and NGFR T-cells through a catheter over up to 4 hours. A
catheter is a thin flexible tube that inserted into the body. The catheter may be placed into
a vein in your arm or in a large vein in your neck. If the cells need to be given through a
large vein either in your upper chest or in your neck, the area will be numbed with medicine
before the catheter is put in. Other catheters may be needed in one or both of your arms to
give you fluids, medicines, or extra nutrition. You will sign a separate consent for the
catheter, which will describe the procedure and the risks in more detail.

On Days 1-5, you will receive aldesleukin by catheter over about 15 minutes every 8-16 hours
for up to 15 doses.

On Days 22-26, you will receive aldesleukin by catheter over about 15 minutes every 8-16
hours for up to 15 doses. You will only receive aldesleukin if your platelet counts are high
enough. This 5 days of dosing may actually start as early as Day 20 or may end as late as Day
33.

You will be given levofloxacin once a day by mouth or vein until your white blood cell count
rises. You will receive filgrastim through a needle under the skin once a day until your
white blood cell count rises. You will begin to receive fluconazole on Day 0 by mouth until
your white blood cell count rises. You will also take trimethoprim and sulfamethoxazole (SMX)
by mouth 2 times a day, beginning on Day -7 and continuing for at least 3 months after
chemotherapy.

To prevent the occurence of Herpes Virus Infections, you will be given Valtrex by mouth, once
a day for 6 months. If you cannot take valtrex by mouth, you will receive acyclovir by vein
over one hour when you visit the hospital. Your study doctor will explain this to you.

The drug furosemide will be given by vein while you receive cyclophosphamide to try to
increase the amount of urine your body makes.

The T-cell infusion may cause an allergic reaction such as fever, chills, and/or shivering.
You will take Tylenol (acetaminophen) by mouth before the T-cell infusion to decrease the
risk of these side effects.

You will receive the drug ondansetron by vein over 30 minutes to decrease the risk of nausea
and vomiting during chemotherapy.

It is possible that you will receive a 2nd round of chemotherapy, aldesleukin, and T-cells.
You will repeat the study visit schedule as well. Your doctor will discuss this with you.

Study Visits:

Every 1-2 days during Days -7 to 26, blood (about 4 teaspoons) will be drawn for routine
tests.

While you receive CXCR2 and NGFR T-cells, your vital signs will be measured before T-cell
infusion, every 15 (+/- 10 minutes) minutes during the infusion, and then 1 time an hour (+/-
30 minutes) for 4 hours after the infusion.

On Day 3 and at 3 weeks (+/-7 days) after the T-cell infusion, if your blood tests show that
you had cytomegalovirus (CMV) in the past, blood (about 2 teaspoons) will be drawn to check
for CMV. Some of the T-cells that you receive may come from donors who have tested positive
for CMV in the past.

On Days 0, 6, and 27, blood (about 4 tablespoons) will be drawn to check the activity of the
T-cells and their ability to attack the tumor. If you return for follow up this blood will
also be drawn 6 weeks, 12 weeks, 3 months, 6 months, and 1 year after you receive the CXCR2
and NGFR T-cells.

On Day 21 (+/- 7 days), you will have a tumor biopsy to check the status of the disease, if
the doctor thinks it is possible. The type of biopsy will depend on the size and location of
the tumor.

At about 6 weeks (+/- 7 days) and 12 weeks (+/- 7 days), the following tests and procedures
will be performed:

- You will have a physical exam.

- Blood (about 4 tablespoons) and urine will be collected for routine tests.

- You will be checked for any skin lesions.

- You will have an x-ray of the chest

- You will have a CT or PET/CT scan of the chest, abdomen, and pelvis to check the status
of the disease.

- You will be asked to complete a questionnaire about your health and quality of life.
This questionnaire should take about 15 minutes to complete.

Leftover blood samples will be stored at MD Anderson for future research related to cancer.
Before your samples can be used for research, the researchers must get approval from the
Institutional Review Board (IRB) of MD Anderson. The IRB is a committee of doctors,
researchers, and community members. The IRB is responsible for protecting study participants
and making sure all research is safe and ethical.

Your samples will be given a code number. No identifying information will be directly linked
to your samples. Only the researcher in charge of the bank will have access to the code
numbers and be able to link the samples to you. This is to allow medical data related to the
samples to be updated as needed.

Length of Study:

You may receive up to 2 rounds of the study drugs (up to 12 weeks). You will no longer be
able to take the study drugs if the disease gets worse, if intolerable side effects occur, or
if you are unable to follow study directions.

Your participation on the study will be over once you have completed the end-of-treatment and
follow-up visits.

If all of the tests are normal and show no change, blood (about 2-4 tablespoons) will be
collected from you at every visit and stored in case you develop symptoms later. This blood
may be tested to check the number of t-cells in your blood and how they are functioning. If
you give your consent below, in the optional procedures section, any blood left over from
these tests will be stored and used for use in future research.

Long Term Follow-Up:

About 6 and 12 months after you stop receiving the study drugs and T-cells, blood (about 1
tablespoon) will be drawn to check the activity of the T-cells.

If you are unable to return for the follow-up blood draws, you will be asked how you are
doing either by phone or at one of your standard clinic visits about every 3 months for a
year and then 1 time a year for 10 years. If the study is completed sooner than that, you
will no longer have the follow-up.

One (1) time a year for up to 15 years, you will be mailed two questionnaires about your
health and quality of life. This questionnaires should take about 15 minutes to complete. You
will be given a self-addressed, stamped envelope in order to return the questionnaire.

Inclusion Criteria:

1. Turnstile I Inclusion Criteria - Patients must have metastatic melanoma or stage III
in-transit, subcutaneous, or regional nodal disease. (Turnstile I)

2. Patients must have a lesion amenable to resection for the generation of TIL.
(Turnstile I)

3. Patients must receive an MRI/CT/PET of the brain within 6 months of signing informed
consent. If new lesions are present, patient must have definitive treatment. PI or his
designee should make final determination regarding enrollment. (Turnstile I)

4. Age greater than or equal to 18 years. (Turnstile I)

5. Clinical performance status of ECOG 0 - 2 within 30 days of signing informed consent.
(Turnstile I)

6. Patients previously treated with immunotherapy, targeted therapy, or no therapy will
be eligible. Patients receiving cytotoxic agents will be evaluated by the PI or his
designee

7. Patients with a negative pregnancy test (urine or serum) must be documented within 14
days of screening for women of childbearing potential (WOCBP). A WOCBP has not
undergone a hysterectomy or who has not been naturally postmenopausal for at least 12
consecutive months. (Turnstile I)

8. Chemotherapy/Cell Infusion Inclusion Criteria - Patients must have adequate TIL
available (Turnstile II)

9. Patients must have at least one biopsiable and measurable metastatic melanoma lesions
>/= 1cm. (Turnstile II)

10. Patients may have brain lesions which measure
11. Patients of both genders must practice birth control for four months after receiving
the preparative regimen (lymphodepletion) and continue to practice birth control
throughout the study. Patients must have a documented negative pregnancy test (urine
or serum) for women who have menstruation in the past 12 months and without
sterilization surgery (Turnstile II)

12. Unless surgically sterile by bilateral tubal ligation or vasectomy of partner(s), the
patient agrees to continue to use a barrier method of contraception throughout the
study such as: condom, diaphragm, hormonal, IUD, or sponge plus spermicide. Abstinence
is an acceptable form of birth control (Turnstile II)

13. Pregnancy testing will be performed within 14 days prior to treatment (Turnstile II)

14. Clinical performance status of ECOG 0-2 within 14 days of lymphodepletion (Turnstile
II)

15. Absolute neutrophil count greater than or equal to 1000/mm^3 (Turnstile II)

16. Platelet count greater than or equal to 100,000/mm^3 (Turnstile II)

17. Hemoglobin greater than or equal to 8.0 g/dl (Turnstile II)

18. Serum ALT less than three times the upper limit of normal (Turnstile II)

19. Serum creatinine less than or equal to 1.6 mg/dl (Turnstile II)

20. Total bilirubin less than or equal to 2.0 mg/dl, except in patients with Gilbert's
Syndrome who must have a total bilirubin less than 3.0 mg/dl (Turnstile II)

21. A stress cardiac test (stress thallium, stress MUGA, dobutamine echocardiogram or
other stress test that will rule out cardiac ischemia) within 6 months of
lymphodepletion. (Turnstile II)

22. Pulmonary function tests (FEV1>65% or FVC>65%of predicted) within 6 months of
lymphodepletion. (Turnstile II)

23. MRI/CT/PET of the brain within 30 days of lymphodepletion

Exclusion Criteria:

1. Turnstile I - Active systemic infections requiring intravenous antibiotics,
coagulation disorders or other major medical illnesses of the cardiovascular,
respiratory or immune system. PI or his designee shall make the final determination
regarding appropriateness of enrollment. (Turnstile I)

2. Patients who are pregnant or nursing (Turnstile I)

3. Chemotherapy/Cell Infusion Exclusion Criteria - Has had prior systemic cancer therapy
within the past four weeks at the time of the start of the lymphodepletion regimen.
(Turnstile II)

4. Women who are pregnant will be excluded because of the potentially dangerous effects
of the preparative chemotherapy on the fetus (Turnstile II)

5. Any active systemic infections requiring intravenous antibiotics, coagulation
disorders or other major medical illnesses of the cardiovascular, respiratory or
immune system, such as abnormal stress thallium or comparable test, myocardial
infarction, cardiac arrhythmias, obstructive or restrictive pulmonary disease. PI or
his designee shall make the final determination regarding appropriateness of
enrollment (Turnstile II)

6. Any form of primary or secondary immunodeficiency. Must have recovered immune
competence after chemotherapy or radiation therapy as evidenced by lymphocyte counts
(> 500/mm3), WBC (> 3,000/mm3) or absence of opportunistic infections. (Turnstile II)

7. Requires no steroids within 4 weeks and have not used topical or inhalational steroids
in the past 2 weeks prior to lymphodepletion; the exception being patients on chronic
physiologic dose of steroid. (Turnstile II)

8. Presence of a significant psychiatric disease, which in the opinion of the principal
investigator or his designee, would prevent adequate informed consent or render
immunotherapy unsafe or contraindicated. (Turnstile II)