Study of Oral Azacitidine (CC-486) in Combination With Pembrolizumab (MK-3475) in Patients With Metastatic Melanoma

Study Drug Administration:

Each study cycle is 3 weeks.

You will take azacitidine by mouth 1 time each day on Days 1-14 of each cycle. You may be
asked to complete a Pill Diary for this drug. On this Pill Diary you will record the date,
time, and number of azacitidine tablets you took that day. You will bring the Pill Diary to
each Study Visit while you are on this drug.

You will receive pembrolizumab by vein over about 30 minutes on Day 1 of each cycle.

Study Visits:

On Day 1 of Cycles 1-3:

- You will have a physical exam.

- Blood (about 2½ teaspoons) will be drawn for routine tests.

- During Cycle 1 (if it was not done at screening) and Cycle 3, blood (about 1 teaspoon)
will be drawn to learn if the study drugs have affected the disease.

- During Cycle 3 only, you will have 4 core needle tumor biopsies.

- If you can become pregnant, part of the above routine blood sample or urine will be
collected for a pregnancy test.

On Day 1 of Cycle 4:

- You will have a physical exam.

- Blood (about 2½ teaspoons) will be drawn for routine tests and to learn if the study
drugs have affected the disease.

- If you can become pregnant, part of the above routine blood sample or urine will be
collected for a pregnancy test.

You will have an MRI or CT scan at the end of Cycle 4.

On Day 1 of Cycle 5:

- You will have a physical exam.

- Blood (about 4 teaspoons) will be drawn for routine tests and to check the status of the
disease.

- You will have 4 core needle tumor biopsies.

- If you can become pregnant, part of the above routine blood sample or urine will be
collected for a pregnancy test.

On Day 1 of Cycles 6 and beyond:

- You will have a physical exam.

- Blood (up to 3½ teaspoons) will be drawn for routine tests.

- If you can become pregnant, part of the above routine blood sample or urine will be
collected for a pregnancy test.

At the end of Cycle 8 and then every 4 cycles after that (Cycles 12, 16, 20, and so on), you
will have an MRI or CT scan.

Length of Study:

You may continue taking the study drugs for up to 24 months or 35 doses, whichever is later.
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.

End-of-Treatment Visit:

- Blood (about 4 teaspoons) will be drawn for routine testing and to learn how the study
drug has affected the disease.

- You will have an MRI or CT scan.

- If you stop treatment because the disease got worse, you may have 4 core needle tumor
biopsies.

- If you can become pregnant, part of the above routine blood sample or urine will be
collected for a pregnancy test.

Follow-Up:

If you stopped taking the study drug for any reason other than the disease getting worse, you
will have an MRI or CT scan every 12 weeks.

If the disease appears to get worse during this time, you may be eligible to be re-treated
with pembrolizumab for an additional year (described below).

Re-Treatment:

If the disease got worse during follow-up and you are still eligible, you may be able to
receive up to 1 year of additional treatment with pembrolizumab. If you continue to receive
pembrolizumab, you will receive it at the same dose and schedule as described above. You will
also continue to have study visits as described above.

Safety Follow-Up Visit:

About 30 days after your last dose of study drugs or before you start a new anti-cancer
treatment (whichever happens first), you will have a safety follow-up visit. At this visit,
you will have a physical exam and blood (about 2½ teaspoons) will be drawn for routine tests.

This may mean that you have 2 safety follow-up visits if you receive an additional year of
pembrolizumab.

Long-Term Follow-Up:

After follow-up, you will be called every 12 weeks by a member of the study staff to learn
how you are doing. This call should last about 5 minutes.

Inclusion Criteria:

1. Patients who have unresectable Stage III through stage IV metastatic melanoma that
have not received prior PD-1 directed therapy (Arm A) or that have progressed despite
prior PD-1 directed therapy (Arm B).

2. Be willing and able to provide written informed consent/assent for the trial.

3. Be >/= 18 years of age on day of signing informed consent.

4. Have measurable or evaluable disease based on RECIST 1.1.

5. Be willing to provide archival or fresh tissue from a newly obtained core or
excisional biopsy of a tumor lesion. Newly-obtained is defined as a specimen obtained
up to 4 weeks (28 days) prior to initiation of treatment on Day 1. Subjects from whom
newly-obtained samples cannot be provided (e.g. inaccessible or subject safety
concern) may submit an archived specimen only upon agreement from the Principal
Investigator.

6. Have a performance status of 0 or 1 on the ECOG Performance Scale.

7. Demonstrate adequate organ function, all screening labs should be performed within 14
days of treatment initiation. Hematological: Absolute neutrophil count (ANC) >/= 1,500
/mcL; Platelets >/= 100,000 / mcL; Hemoglobin >/= 9 g/dL or >/= 5.6 mmol/L without
transfusion or EPO dependency (within 7 days of assessment). Renal: Serum creatinine
>/= 60mL/min for subjects with creatinine levels > 1.5 X ULN. Hepatic: Serum total
bilirubin levels > 1.5 ULN; AST (SGOT) and ALT (SGPT) 9 subjects with liver metastases.

8. contd from #7. Albumin >/= 2.5 g/dL. Coagulation: International Normalized Ratio (INR)
or Prothrombin Time (PT) Activated Partial Thromboplastin Time (aPTT) unless subject is receiving anticoagulant therapy as long as PT or PTT is within
therapeutic range of intended use of anticoagulants receiving anticoagulant therapy as long as PT or PTT is within therapeutic range of
intended use of anticoagulants

9. Female subject of childbearing potential should have a negative urine or serum
pregnancy within 72 hours prior to receiving the first dose of study medication. If
the urine test is positive or cannot be confirmed as negative, a serum pregnancy test
will be required.

10. Female subjects of childbearing potential should be willing to use 2 methods of birth
control or be surgically sterile, or abstain from heterosexual activity for the course
of the study through 120 days after the last dose of study medication. Subjects of
childbearing potential are those who have not been surgically sterilized or have not
been free from menses for > 1 year.

11. Male subjects should agree to use an adequate method of contraception starting with
the first dose of study therapy through 120 days after the last dose of study therapy.

Exclusion Criteria:

1. Is currently participating and receiving study therapy or has participated in a study
of an investigational agent and received study therapy or used an investigational
device within 4 weeks of the first dose of treatment.

2. Has a diagnosis of immunodeficiency or is receiving systemic steroid therapy or any
other form of immunosuppressive therapy within 7 days prior to the first dose of trial
treatment.

3. Has a known history of active TB (Bacillus Tuberculosis)

4. Hypersensitivity to pembrolizumab, azacitidine, mannitol, or any of their excipients.

5. Has had a prior anti-cancer monoclonal antibody (mAb) within 4 weeks prior to study
Day 1 or who has not recovered (i.e., due to agents administered more than 4 weeks earlier.

6. Has had prior chemotherapy, targeted small molecule therapy, or radiation therapy
within 2 weeks prior to study Day 1 or who has not recovered (i.e., baseline) from adverse events due to a previously administered agent. - Note: Subjects
with ≤ Grade 2 neuropathy are an exception to this criterion and may qualify for the
study. - Note: If subject received major surgery, they must have recovered adequately
from the toxicity and/or complications from the intervention prior to starting
therapy.

7. Has a known additional malignancy that is progressing or requires active treatment.
Exceptions include basal cell carcinoma of the skin or squamous cell carcinoma of the
skin that has undergone potentially curative therapy or in situ cervical cancer.

8. Has known active central nervous system (CNS) metastases and/or carcinomatous
meningitis. Subjects with previously treated brain metastases may participate provided
they are stable (without evidence of progression by imaging for at least four weeks
prior to the first dose of trial treatment and any neurologic symptoms have returned
to baseline), have no evidence of new or enlarging brain metastases, and are not using
steroids for at least 7 days prior to trial treatment. This exception does not include
carcinomatous meningitis, which is excluded regardless of clinical stability.

9. Has active autoimmune disease that has required systemic treatment in the past 2 years
(i.e. with use of disease modifying agents, corticosteroids or immunosuppressive
drugs). Replacement therapy (eg., thyroxine, insulin, or physiologic corticosteroid
replacement therapy for adrenal or pituitary insufficiency, etc.) is not considered a
form of systemic treatment.

10. Has known history of, or any evidence of active, non-infectious pneumonitis.

11. Significant active cardiac disease within the previous 6 months including: - NYHA
class 4 CHF - Unstable angina - Myocardial infarction

12. Has an active infection requiring systemic therapy.

13. Has a history or current evidence of any condition, therapy, or laboratory abnormality
that might confound the results of the trial, interfere with the subject's
participation for the full duration of the trial, or is not in the best interest of
the subject to participate, in the opinion of the treating investigator.

14. Has known psychiatric or substance abuse disorders that would interfere with
cooperation with the requirements of the trial.

15. Is pregnant or breastfeeding, or expecting to conceive or father children within the
projected duration of the trial, starting with the pre-screening or screening visit
through 120 days after the last dose of trial treatment.

16. Has received prior therapy with an anti-PD-1, anti-PD-L1, or anti-PD-L2 agent [for Arm
A only].

17. Has a known history of Human Immunodeficiency Virus (HIV) (HIV 1/2 antibodies).

18. Has known active Hepatitis B (e.g., HBsAg reactive) or Hepatitis C (e.g., HCV RNA
[qualitative] is detected).

19. Has received a live vaccine within 30 days of planned start of study therapy.