Inclusion Criteria:

- A histologically or cytologically confirmed diagnosis of Stage IV (M1a or M1b) NSCLC.
Patients with mixed non-small cell histologies are eligible

- No prior chemotherapy for the treatment of advanced NSCLC

- Prior adjuvant therapy for early stage lung cancer is allowed if completed
≥ 12 months prior to enrollment

- Age >= 18 years

- Adequate organ function

- Any treatment with investigational agent must have completed ≥ 4 weeks
prior to enrollment

- Eastern Cooperative Oncology Group (ECOG) performance status 0-1

- Negative pregnancy test for women of childbearing potential.

- Patients with brain metastases allowed if:

- Directed local therapy was completed 2 weeks prior to enrollment;

- There is no evidence of disease progression and;

- Steroids are not required

Exclusion Criteria:

- Patients with mixed tumors of small cell features

- Known infection with HIV, hepatitis B or hepatitis C

- Baseline prolongation of QT/QTcF interval or required concomitant medication that may
cause Torsade de Pointes

- Preexisting ≥Grade 2 neuropathy

- Valproic acid treatment within 2 weeks of study enrollment

- Systemic steroids, for any indication, stabilized at >10 mg/day prednisone

- Known allergy or hypersensitivity to any component of belinostat, paclitaxel or
carboplatin

- Co-existing active infection or any other uncontrolled medical condition likely to
interfere with trial procedures

- Active concurrent malignancy (except basal cell carcinoma or cervical intraepithelial
neoplasia, other potentially cured malignancy that has been in remission for five
years or prior adjuvant therapy for early stage lung cancer that is completed ≥ 12
months ago)

- Pregnant or breast-feeding women