Inclusion Criteria:

- Histological diagnosis of locally advanced or metastatic pancreatic cancer (except
neuroendocrine tumors, but including ampullary cancer) with progression after
standard first line therapy that included gemcitabine (single agent or combination)

- Measurable disease on computated tomography (CT) scan per Response Evaluation
Criteria in Solid Tumors (RECIST) criteria

- At least 28 days from previous systemic therapy, including investigational agents and
1st dose of study treatment and recovered from any acute toxic effects of that
treatment before study enrollment.

- Has Eastern Cooperative Oncology Group (ECOG) performance status of ≤ 1 - Ability to
provide written consent

- Must meet hematology and biochemistry laboratory criteria within 14 days of study
enrollment:

- Neutrophil count >1500/mm^3

- Platelet count >100,000/mm^L

- Hemoglobin > or = 9 g/dL

- Aspartate aminotransferase (AST/SGOT) or Alanine transaminase (ALT/SGPT) < or =
2.5 times upper limit of normal (ULN)or ≤ 5.0 x ULN if the transaminase
elevation is due to disease involvement

- Serum bilirubin < or = 1.5 x ULN

- Serum creatinine < or = 1.5 x ULN or 24-hour creatinine clearance ≥ 50 ml/min

- Total serum calcium (corrected for serum albumin) or ionized calcium ≥ lower
limit of normal (LLN)

- Serum phosphorus > or = LLN

- Serum potassium > or = LLN

- Serum sodium ≥ LLN

- Serum magnesium ≥ LLN

- Serum albumin ≥ LLN or 3g/dl

- Patients with any elevated Alkaline Phosphatase due to bone metastasis can be
enrolled

- Baseline multi gated acquisition scan (MUGA) or echocardiogram (ECHO) must
demonstration left ventricular ejection fraction (LVEF) > or = 50%

- Normal thyroid function within normal limits. Note: Patients are permitted to receive
thyroid hormone supplements to treat underlying hypothyroidism.

- Women of childbearing potential (WOCBP) must have a negative pregnancy tests within 7
days of study treatment administration and willing to use 2 methods of contraception

Exclusion Criteria:

- > 1 prior systemic treatment regimen for pancreatic cancer

- Prior histone deacetylase (HDAC), deacetylase (DAC), heat shock protein 90 (HSP90)
inhibitors or valproic acid for treatment of cancer

- Anyone needing valproic acid for any medical condition during the study or 5 days
prior to panobinostat treatment

- Impaired cardiac function

- Complete left bundle branch block or use of a permanent cardiac pacemaker,
congenital long QT syndrome, history or presence of ventricular
tachyarrhythmias, clinically significant resting bradycardia (<50 beats per
minute), QTcF > 450 msec on screening ECG, or right bundle branch block + left
anterior hemiblock (bifascicular block)

- Presence of atrial fibrillation (ventricular heart rate >100 bpm)

- Previous history angina pectoris or acute myocardial infarction (MI) within 6
months of study enrollment

- Congestive heart failure (New York Heart Association functional classification
III-IV) or baseline MUGA/Echo shows LVEF < 50%

- Uncontrolled hypertension defined as hypertensive blood pressure of SBP > 140 or DBP
> 90, despite antihypertensive medications

- History of deep vein thrombosis (DVT), pulmonary emboli or other blood clotting
abnormality within 3 months of study enrollment

- Ongoing need for anti-coagulation therapy except daily low dose aspirin (≤ 100
mg/day) or low molecular weight heparin

- Concomitant use of drugs with risk of causing torsades de pointes

- Anyone with unresolved diarrhea > or = grade 2 at time of enrollment

- Impairment of gastrointestinal function or disease that may significantly alter the
absorption of panobinostat

- Grade 2 or greater peripheral neuropathy within 14 days of enrollment

- Serious concomitant medical or psychiatric disorders (e.g., active infection,
uncontrolled diabetes)

- Patients who have received chemotherapy, any investigational agent or undergone major
surgery < 4 weeks prior to starting study drug

- Male patients whose sexual partners are WOCBP and not using double method of
contraception during the study and 3 months following.

- Known positivity for human immunodeficiency virus (HIV) or hepatitis C

- Hypersensitivity to bortezomib, boron or mannitol History of another primary
malignancy within 5 years other than curatively treated CIS of the cervix, or basal
or squamous cell carcinoma of the skin