Inclusion Criteria:

- Histologically or cytologically confirmed adenocarcinoma of the pancreas

- Evidence of metastatic disease

- Measurable disease, defined as ≥ 1 lesion that can be accurately measured in ≥ 1
dimension (longest diameter to be recorded) as ≥ 20mm with conventional techniques or
as ≥ 10 mm with spiral CT scan

- The primary site is not a measurable lesion

- Documented progression with measurable metastatic disease including any 1 of the
following criteria:

- Receiving adjuvant therapy for resected disease

- Receiving therapy for locally advanced disease

- Within 3 months of completing adjuvant therapy or therapy for locally advanced
disease

- On 1 prior regimen in the metastatic setting

- No documented brain metastases

- Karnofsky performance status (PS) 80-100% OR ECOG PS 0-1

- WBC ≥ 2,500/mm³

- Absolute neutrophil count ≥ 1,500/mm³

- Platelet count ≥ 100,000/mm³

- Bilirubin ≤ 1.5 times upper limit of normal (ULN)

- AST and ALT < 2.5 times ULN

- Creatinine normal OR creatinine clearance ≥ 60 mL/min

- Alkaline phosphatase ≤ 5 times ULN

- No history of allergic reactions to compounds of similar chemical orbiological
composition to flavopiridol

- No known allergy to docetaxel or medications formulated in polysorbate 80 (Tween 80)

- No uncontrolled diabetes

- No uncontrolled intercurrent illness including, but not limited to any of the
following:

- Ongoing or active infection

- Symptomatic congestive heart failure

- Unstable angina pectoris

- Cardiac arrhythmia or myocardial infarction within the past 6 months

- Rate-controlled atrial fibrillation stable for ≥ 6 months allowed

- Psychiatric illness or social situations that would limit compliance with study
requirements

- Not pregnant or nursing

- Negative pregnancy test

- Fertile patients must use effective contraception during and for 3 months after
completion of study treatment

- No peripheral neuropathy > grade 1

- No immune deficiency

- Atl east 2 weeks since prior chemotherapy (6 weeks for nitrosoureas, carmustine, or
mitomycin C) and recovered

- At least 2 weeks since prior targeted therapy (e.g., antiangiogenic therapy [e.g.,
bevacizumab] or epidermal growth factor receptor [EGFR] tyrosine kinase inhibitor
[e.g., erlotinib hydrochloride]) and recovered

- At least 4 weeks since prior radiation therapy

- No prior docetaxel or flavopiridol

- No other concurrent chemotherapy or investigational agents

- No other concurrent anticancer agents or therapies

- No concurrent commonly used vitamins, antioxidants, orherbal preparations or
supplements

- Single-tablet multivitamin allowed

- No concurrent combination antiretroviral therapy for HIV-positive patients