The purpose of this study is to determine the safety, toxicity and patient tolerance of STA-5312 administered intravenously to patients with relapsed or refractory hematological malignancies and patients with solid tumors.

Inclusion Criteria:

• Male and female patients 18 years or older with one of the following malignancies:
• Histologically or cytologically confirmed hematological malignancy (other than Acute Myeloid Leukemia and Myelodysplastic Syndrome) and if treatment is medically indicated, or,
• Histologically-confirmed non-hematological malignancy that is metastatic or unresectable and for which no standard therapy is available.
• Patients with CLL, PLL, CML, CTCL, ATL, and Non-Hodgkin's Lymphoma may be entered if they are refractory to or have relapsed following conventional chemotherapy regimens such as alkylating agents (e.g. chlorambucil and cyclophosphamide), anthracycline combinations [e.g. CHOP (cyclophosphamide, doxorubicin, vincristine, prednisone)], and/or purine analogues (e.g. fludarabine monophosphate and 2-CDA) and are not currently being considered for re-treatment with conventional regimens
• Patients with CLL and other leukemic malignancies will be staged according to the modified Rai staging criteria [low-risk, intermediate-risk and high risk]. All patients in the high-risk group (Stage III and IV) are eligible. Intermediate risk patients (Stage I and II) with one or more criteria of active disease (such as progressive lymphocytosis, lymphadenopathy, and splenomegaly, weight loss > 10% within 6 months, extreme fatigue, fever and/or night sweats without evidence of infection, etc.) are also eligible
• ECOG Performance Status of 0-2
• Life expectancy of greater than 12 weeks.
• Patients must have acceptable organ and marrow function at screening and pre-dose visits as defined below unless approved medically by the clinical investigator.
• Absolute neutrophils count greater than 1,000 cells/ul for patients with hematologic malignancies and ≥1,500 cells/ul for patients with solid tumors
• Platelets greater than 100,000/ul
• Hgb greater than 8.5 g/dL
• Total bilirubin must be <1.5 mg/dL or < 2X upper limit of normal
• AST (SGOT) < 2.5 times the upper limit of normal
• ALT (SGPT) < 2.5 times the upper limit of normal
• Adequate renal function (serum creatinine < 2.0 mg/dL or a calculated creatinine clearance greater than 50 mL/min)
• Electrocardiogram without evidence of clinically significant conduction abnormalities or active ischemia as determined by the investigator.
• NCI grade 0-1 left ventricular ejection fraction within 30 days of dosing.
• The effects of STA-5312 on the developing human fetus are unknown. Therefore, women of childbearing potential (defined as women under 50 years of age or history of amenorrhea for < 12 months prior to study entry) must agree to use adequate contraception (hormonal or barrier method of birth control; abstinence) prior to study entry and for the duration of study participation. Should a female patient become pregnant or suspect she is pregnant while participating in this study, she should inform the treating physician immediately.
• Ability to understand and the willingness to sign a written informed consent document.

Exclusion Criteria:

• Women who are pregnant or lactating.
• Patients who have had chemotherapy, radiotherapy (except palliative radiation delivered to < 20% of bone marrow), immunotherapy, or corticosteroids ( > 10 mg/day of prednisone or equivalent) within 4 weeks prior to entering the study or those who have not recovered from adverse events due to agents administered more than 4 weeks earlier.
• The use of nitrosoureas or mitomycin C within 6 weeks prior to study entry.
• Patients with prior peripheral blood stem cell rescue or bone marrow transplantation.
• History of primary brain tumors or active brain metastases. (Patients with previously treated brain metastases who are not receiving corticosteroids or anticonvulsants may be considered for enrollment)
• History of stroke or other significant neurologic limitations within 6 months prior to study enrollment
• Use of any investigational agents within 4 weeks of study enrollment.
• History of severe allergic reactions to excipients (e.g. Tween 80) or had hypersensitivity reactions to other chemotherapeutic agents similar in structure to STA-5312.
• Uncontrolled intercurrent illness including, but not limited to ongoing or active infection, symptomatic congestive heart failure, unstable angina pectoris, cardiac arrhythmia, or psychiatric illness/social situations that would limit compliance with study requirements, as determined by the investigator.
• History of active CNS-lymphoma, AIDS-related lymphoma, or any uncontrolled severe medical illness or infection.
• Grade 2 or higher sensory or motor neuropathy at screening.
• Major surgery (excluding that for diagnosis) within 4 weeks of enrollment.