Inclusion Criteria:

- Male or female subject 18 years of age or older

- Pathological diagnosis of follicular lymphoma (any grade)

- Documented relapse or progression following prior antineoplastic therapy

- Have received 4 or more prior doses of rituximab

- At least 1 measurable tumor mass (>1.5 cm in the long axis and >1.0 cm in the short
axis that has not been previously irradiated, or has grown since previous irradiation

- No clinically significant central nervous system lymphoma

- Karnofsky performance status (KPS) ≥50 (equivalent to Eastern Cooperative Group
Oncology Group [ECOG] status ≤2

Exclusion Criteria:

- Diagnosed or treated for a malignancy other than non-Hodgkin's lymphoma (NHL) within
2 years of first dose, or who were previously diagnosed with a malignancy other than
NHL and have any radiographic or biochemical marker evidence of malignancy. Subjects
with prostate cancer who were treated with definitive radiotherapy and have a serum
prostate-specific antigen (PSA) <1 ng/mL are not excluded. Subjects are also not
excluded if they have had basal cell or squamous cell carcinoma of the skin that was
completely resected, or any in situ malignancy that was adequately treated.

- Prior treatment with VELCADE® or bendamustine

- Antineoplastic (including unconjugated therapeutic antibodies and toxin
immunoconjugates), experimental, or radiation therapy within 3 weeks before Day 1 of
Cycle 1

- Nitrosoureas within 6 weeks before Day 1 of Cycle 1

- Radioimmunoconjugates within 10 weeks before Day 1 of Cycle 1

- Autologous stem cell transplant within 3 months before Day 1 of Cycle 1, or prior
allogeneic stem cell transplant at any time

- Major surgery within 2 weeks before Day 1 of Cycle 1

- Platelet transfusion within 7 days of Day 1 of Cycle 1 (applies to subjects enrolled
in the dose escalation phase only. This does not apply to subjects enrolled in phase
2 of the study).

- Ongoing therapy with corticosteroids. Prednisone ≤15 mg per day or its equivalent is
allowed.