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Abstract Background: Multiple mechanisms exist for the positive selection of genes involved in oncogenesis such as gene amplification and transcriptional deregulation associated with chromosome translocations. Here we describe the case of a myeloma cell line that over time acquired extra copies of a derivative chromosome 4 involved in the t(4;14). These changes occurred over time both in vitro (in the generated JMW myeloma cell lines) as well as in vivo from extramedullary myeloma samples collected from the patient at various time points. In the case of the t(4;14)(p16;q32) 30% can be unbalanced translocations, always with loss of the der(14) and consequent loss of the FGFR3 gene expression, suggesting an indispensable role for MMSET located in the der(4). Results: We performed serial analysis on patient samples obtained at 9, 10 and 12 mos from diagnosis, along with a time course analysis of the cell line. At diagnosis the patient tumor cells displayed a complex clinical karyotype subsequently characterized by hypodiploidy, a t(4;14)(p16;q32), 13 monosomy and 17p13.1-. The remaining chromosome 13 and 17 were involved in an unbalanced reciprocal translocation. Notably, over time the cell line duplicated the total chromosome number becoming near-tetraploid. At the time of diagnosis, FISH analysis was performed on the patient sample revealing the translocation t(4;14)(p16.3:q32) in nearly all cells. The t(4;14) was also present in the stable cell line. It was noted that the patient cells exhibited more than one fusion signal per cell for the t(4;14) by FISH. As the disease progresses both in vitro and in vivo, the number of t(4;14)(p16.3:q32) fusion signals detected per cell increased with time suggesting a positive selection of the derivative chromosomes of the translocation. We further analyzed the t(4;14) in the JMW cells by FISH using MMSET/VH, and FGFR3/CH probe combinations. The full-length (MMSET/FGFR3+VH/CH) probe was used to detect the total number of fusions in the JMW cells. At the time of analysis (cell line passage #23), the majority of the cells (69%) had 6 fusion signals per cell while 23% had 5 fusions and 8% of the cells had 4 fusions. We found that most of the cells (88%) displayed 4 fusion signals detected using the MMSET/VH probes. In parallel studies using the FGFR3/CH probes, 61% of the cells had 2 fusion signals and 39% with 1 fusion signal. It is evident that the tumor cells display positive selection of the derivative chromosome der(4) of the t(4;14)(p16.3;q32), accompanied by an increased dosage of the target gene (MMSET) upregulated by the translocation. Conclusion: We present evidence for the amplification of the translocated chromosome in multiple myeloma, which we have termed “trans-amplicons”. Trans-amplicons may provide a selective growth and survival advantage to the myeloma tumor cells in an analogous manner to amplicons of DNA segments, but with much more powerful transcriptional consequences. Importantly, the evolution of genomic instability exemplified by the “trans-amplicons” in the patient cells was paralleled in vitro in the JMW cells.

Abstract One of the major mechanisms by which the immune system combats unpredictable foreign pathogens is to produce highly specific and effective antibodies by B cells. Somatic hypermutation (SHM) and class switch recombination (CSR) are two key events required for the production of highly specific and effective antibodies. Both SHM and CSR occur in the germinal center (GC), and are mediated by a common enzyme, activation-induced cytidine deaminase (AID) that specifically mutates the variable regions (IgV) and switch regions (IgS) of immunoglobulin genes by converting cytidines to uridines. It has been shown that in addition to the central deaminase domain, an N-terminal domain is essential to target SHM to the IgV region whereas a C-terminal domain is necessary for Ig CSR. Given its mutagenic nature, it has been postulated that AID may play causative roles in B cell lymphomagenesis. Consistent with this notion, AID is expressed and alternatively spliced in B cell tumors such as B-cell chronic lymphocytic leukemia (B-CLL) and non-Hodgkin’s lymphoma (NHL). However, it remains unclear whether post-GC malignant B cell AID expression and alternative splicing is a consequence of B cell transformation and/or is required to maintain growth and/or malignant B-cell survival, or whether post-GC AID expression and alternative splicing may also occur in normal B cells. To discriminate between these two possibilities, we analyzed AID expression and splicing in normal human B cells. Our data demonstrate that human tonsillar B cells prominently express the full-length AID transcript, and of interest, also express all four alternative transcripts that have been previously described in B-CLL and NHL B cells. To determine if all normal B cells express all of the AID transcripts, we performed limiting dilution of tonsillar B cells and used RT-PCR to detect AID expression. We surprisingly discovered that AID splicing variants are singly expressed by individual B-cells. To address the functional significance of each splicing variant, we considered the possibility that B cells expressing the alternative transcripts may be by-products of the normal GC reaction and are eliminated prior to GC exit. Conversely those B cells may contribute to the memory B cell pool if those AID variants are functional. Therefore, we examined AID expression and splicing in memory B cells using a more sensitive nested PCR approach. Our data show that AID is indeed expressed in peripheral blood memory cells but not in naïve B cells. Moreover, at least one splicing variant was expressed at levels comparable to the full-length AID transcript. Using limiting dilution, we again found that the full-length and alternatively spliced AID transcripts are singly expressed by individual memory B cells. Our results suggest that AID expression beyond the GC stage may play a role in sustaining selection pressure. Since the AID domains specific for SHM and CSR are encoded by different exons, we hypothesize that those variants may function differentially in SHM and CSR and this concept is under current study. Since each B cell only expressed one AID transcript, our data strongly suggest that SHM and CSR are coordinated in a stepwise process by generation of alternative AID splice variants that exhibit selective activity thereby allowing fine-tuning of humoral immunity.

Abstract The prognostic power of immunoglobulin (Ig) somatic mutation status in B cell chronic lymphocytic leukemia (B-CLL) is widely appreciated and has served as the rationale to systematically determine this molecular feature in B-CLL patients. Consistent with other reports, our study of Ig mutation status in a large cohort of B-CLL patients (n=599) found the most commonly used Ig heavy chain variable (VH) region gene was VH 1–69. The VH1–69 gene is of particular interest as there are numerous reports demonstrating that VH1–69 expressing B-CLL cells predominantly express the 51p1-like allele in an unmutated (UM) form and it is frequently associated with use of the D gene segment, D3-3; the J gene segment, JH6; and a relatively long third, complementarity-determining region (CDR3). Despite molecular definition of a commonly used form of VH1–69 in B-CLL, the clinical significance of CLL B cell usage of this prototypic form of VH1–69 remains to be determined. The goal of this study, therefore, was to perform a molecular and clinical analysis on our cohort of B-CLL patients expressing the VH1–69 gene. Our cohort consisted of 19 females and 55 males, with 89.5% expressing UM Ig VH. The 51p1-like allele was present in 75.7% of patients and the predominant D region used was D3 (64.7%). Patients in our cohort were classified by Rai risk as follows: 20 low (28.2%), 40 intermediate (56.3%), and 11 high (15.5%). For those patients with Rai stage available, analysis of specific D and J regions resulted in 16 D3-3/JH6 (26.7%); 14 D3-3/non-JH6 (23.3%); 16 non-D3-3/JH6 (26.7%); and 14 non-D3-3/non-JH6 (23.3%). Despite observing an overwhelming majority of leukemic cells with UM Ig VH, and the known relationship between mutation status and disease progression, it is interesting that our cohort included almost 30% with a low Rai risk. Of note, Ig VH mutation status did not segregate with Rai risk group or VH1–69 allele use (although few patients overall were mutated). However, an UM Ig VH status was associated with a CDR3 length >20 (p = 0.001) and with use of the JH6 segment (p = 0.003). When mutation status was analyzed in concert with specific use of the D3-3 allele, no relationship emerged; however, when this D region allele was analyzed for JH6 vs non-JH6 usage, combination of the D3-3 allele with JH6 was significantly associated with an UM Ig VH status (p = 0.004). Moreover, when J and D segment usage was analyzed in concert with Rai stage group, a significant (p = 0.019) relationship emerged between paired use of D3-3 and a JH6 segment and advanced (intermediate/high) Rai stage. Strikingly, only 1 of 18 VH1–69 patients with low Rai risk for whom D and J data were available expressed the specific combination of D3-3 and JH6. Although analysis of a larger cohort is clearly required to more formally and fully evaluate these relationships, to our knowledge, this is the first suggestion that D and J usage in VH1-69 expressing B-CLL patients correlates with advanced stages of disease. Because Ig VH usage is not believed to change over the course of disease, it is tempting to speculate that VH1–69 B-CLL patients that do not express the prototypic VH1–69 receptor may have a more favorable disease course. In summary, these data add further support to the notion that there is selection for specific Ig receptors in B-CLL and that the antigenic specificity of certain receptors may be associated with risk of progression.

Abstract Background: The inactivation of p53 by deletion of 17p13 is observed in 10% of multiple myeloma patients and is associated with shorter survival. In this study we were interested in assessing p53 function in the JMW myeloma cell line established from a patient with aggressive disease and circulating plasma cells. We characterized the plasma cells derived from the patient with the disease from the initial stage of procurement ofpatient tumor cells to permanence as a cell line. Results: At diagnosis, 95% of the cells had monosomy 17 and 4% of the cells had a FISH pattern consistent with interstitial deletion of p53 (17p13). However, we observed clonal evolution in that at 3 months from diagnosis, 70% of the patient cells exhibited a deletion of the p53 locus while 28% of the cells had a monosomy 17. This may be attributed to favored clonal expansion of the cells with the deletion of p53 (17p13). To resolve this issue we performed further interphase and metaphase FISH and found an unbalanced complex translocation resulting in LOH of 13q and 17p (der13 t(13;17)(q?;p?). In addition, we screened the remaining p53 gene for mutations by conformation-sensitive gel electrophoresis (CSGE). PCR fragments showing abnormal CSGE-banding patterns (in exons 5 and 8) were further characterized by DNA sequence analysis and we identified a G to A splice site mutation generating an alternate splice site 21 bp into exon 5. This mutation results in a mutant protein lacking amino acids 126–132 in the DNA binding domain of p53. We observed no differences in the expression level of p53 mRNA as determined by RT-PCR analysis. We determined the effect of the deletion on p53 protein expression and function. We examined the effect of DNA damage induced by UV radiation on p53 protein levels in JMW cells, using the myeloma cell line H929 (expressing wildtype p53) as a positive control for expression. The JMW cells were exposed to UV radiation (20 J/m2) and the cells were harvested for western blot analysis 5 hours after UV damage. An increase in the level of p53 protein was observed in JMW as well as the H929 cells following UV treatment. We then investigated the activation of p53 downstream targets. The CDK inhibitor p21WAF1/CIP1 is a well-characterized p53 target that mediates G1 cell cycle arrest. Thus, we examined the levels of p21 protein following UV treatment of JMW and H929 cells. Strikingly, JMW cells lacked p21 expression in untreated cells as well as UV exposed cells suggesting that the characterized deletion in the DNA binding domain is an inactivating mutation. Conclusion: Abrogation of p53 function was observed in the JMW cells. Further analysis of the p53 pathway in JMW and other myeloma cell lines will provide an in depth understanding of the role of p53 in disease progression. The study of the p53 pathway in myeloma is highly relevant, as we have shown it to be associated with relapsing and aggressive disease, particularly with extramedullary myeloma. Our studies suggest that malignant plasma cells have the ability to survive outside of the bone marrow microenvironment but a p53 dependent checkpoint results in cell death. In clones with p53 defects the cells survive and result in extramedullary disease, including plasma cell leukemia.

Abstract The IgVH mutation status is an independent predictor of time to treatment and survival in CLL. However, the biological basis of this difference is unknown. Clinical use of the IgVH mutation status as a prognostic marker is limited due to the technical difficulties of assessing this feature. As such, we probed for differences in protein expression by CLL cells with unmutated (UM) vs mutated (M) IgVH using phage peptide display libraries (PDPL). Methods: PDPL consists of phages engineered to express random peptides (7-mer) on the coat protein. From approximately 2x1011 phages displaying all possible permutations of 7-mer peptide, we selected phages binding to UM cells by incubation with 106 UM cells and elution of bound phages. Then, from numerous phages initially binding to UM cells, we subtracted phages binding to M cells by multiple incubations with M cells (106). Thus, the phages that bound only to UM cells were selected. The procedure was repeated multiple times to increase selection specificity. The peptide sequences displayed by selected phages were evaluated. We identified phage targets on UM cells by immunoprecipitation (IP) of CLL protein with specific phage and by sequencing of precipitated protein. The expression of target protein in CLL cells was confirmed by immunobloting and flow cytometry. Results: Sequencing of phages from the 3rd round of selection (UM v. M) revealed several peptides, with the most predominant being FPSAHFL. IP identified the cellular target for FPSAHFL as vimentin, an intermediate filament protein involved in cell motility and activation. The level of vimentin expressed by CLL cells varied between patient samples (n=15). UM CLL cases were found to express higher levels of vimentin (the mean MFI was 1002; SD 381), than cases of M CLL (mean MFI 547; SD 109), p=0.0128. To evaluate the prognostic significance of vimentin, we assessed vimentin expression by flow cytometry in a separate subgroup of 40 CLL patients. Archived cell samples collected between 6/2000 – 6/2001 were used. The median follow up was 81 months (40–233). Vimentin expression (MFI) as a continuous variable was a risk factor for a shortened time to treatment (TTT) with a proportional hazard ratio of 4.152 (95% CI 1.33–15.220, p=0.0317). Using MFI closest to the median (and rounded to 2 decimal places) as a cutoff, we stratified patients in high (n=21) and low (n=19) vimentin expression groups. The median times to treatment (TTT) in patients with high vs low level expression of vimentin were 2.8 and 12.9 years respectively, p=0.0025 (Fig.). Conclusion: Using novel proteomic technology, we found that CLL cells with unmutated IgVH expressed higher levels of vimentin than CLL cells with mutated IgVH. A high-level of vimentin expression defined by flow cytometry appears to be associated with high-risk disease. Validation of these findings could allow for the vimentin level to be used as a surrogate marker for expression of unmutated IgVH in CLL. Figure Figure

Abstract INTRODUCTION: Previous studies have demonstrated the clinical activity of the mTOR inhibitor RAD001 in low- grade lymphomas. Our preclinical studies demonstrated activity of mTOR inhibitors in Waldenstrom Macroglobulinemia (WM) cell lines and patient samples. This phase II study aimed to determine safety and activity of the oral mTOR inhibitor RAD001 (Novartis Pharmaceutical, MA) in patients with relapsed or refractory WM. METHODS: Patients who had at least one previous therapy for WM, and who had symptomatic relapsed or refractory disease were eligible. NCI CTCAE v3.0 was used for toxicity assessment. All patients received daily RAD001 at 10 mg. A cycle was considered 28 days. Patients were allowed to stay on therapy until progression of disease or excessive toxicity. This study was conducted in a collaborative effort between Dana Farber Cancer Institute (DFCI) and Mayo Clinic College of Medicine. Here, we report the data on the patients accrued at DFCI. RESULTS: 19 pts (15 men and 4 women) have been treated to date. All patients had symptomatic disease and required therapy. The median number of lines of prior treatment was 3 (range 1 – 5) including included rituximab, nucleoside analogues (fludarabine or 2-CDA), combination chemotherapy (e.g. CHOP, CVP), chloramucil, and bortezomib. The median IgM at baseline was 3330 mg/dL (range 1010– 7410). The median follow on RAD001 was 8 months (range 3 – 22 months). Eighteen pts are currently evaluable for response. Best responses to RAD001 after 2 cycles using IgM monoclonal protein were as follows: partial remission in 8 (44%), minimal response in 5 (28%). Progressive disease occurred in 4 (22%) and stable disease occurred in 1 (6%). The overall response rate (PR+MR) was 72%. The median duration of response has not been reached (3–22+ months). Patients tolerated therapy well without significant toxicities. Grade 3 and 4 toxicities included grade 4 thrombocytopenia in 1 patient, grade 3 pneumonia in 1 patient, grade 3 hyperglycemia in 1 patient and grade 3 mucositis in 1 patient. Other adverse events of grade 2 or lower included nail cracking, mucositis, diarrhea, and fatigue. Attributable toxicities otherwise proved manageable with appropriate supportive care, and RAD001 was generally well tolerated. One patient enrolled on the study withdrew consent and changed to hospice care within 3 weeks of therapy, and passed away due to disease progression. CONCLUSIONS: The use of the oral RAD001 single agent RAD001 in patients with relapsed or refractory WM was welltolerated and demonstrated significant activity achieving an overall response rate in 72% of patients. Future studies of combination of this agent with rituximab and bortezomib are currently being planned.

Abstract Background: B-chronic lymphocytic leukemia (B-CLL) is the most common leukemia in the Western world but its pathogenesis remains largely unknown. Our strategy was to employ gene expression profiling (GEP) to discover genetic differences between CLL B cells and blood B cells from healthy adults. Previously, we and others identified the transcription factor (TF) lymphocyte enhancer factor-1 (LEF-1) as one of several genes significantly over expressed in CLL B cells suggesting a role for the oncogenic Wnt signaling pathway. LEF-1 acts as a central mediator of Wnt signaling and is crucial for the proliferation and survival of pro-B cells during development. Recently, deregulated LEF-1 activation has been directly linked with leukemogenesis. Methodology: The goals of our study were to: validate LEF-1 over expression in CLL B cells in a new cohort of B-CLL patients and normal controls; study CLL B cell LEF-1 protein expression; and investigate CLL B cell expression levels of other genes linked to Wnt signaling. To accomplish these goals, Affymetrix U133 GEP was performed on B cells from 41 B-CLL patients who were enrolled on a trial of combined pentostatin, cyclophosphamide, and rituximab and 11 healthy adults over age 60. Only the perfect match data were utilized for all analyses; the non-background corrected perfect match data were normalized using an intensity-dependent procedure and analyses were done using the base-2 logarithm transformed normalized values. Results: GEP analysis confirmed CLL B cells expressed the LEF-1 gene at ~28-fold higher levels than normal B cells (p<.0001). These results were validated by quantitative PCR and all CLL B cells studied expressed LEF-1 mRNA. By contrast, LEF-1 mRNA expression was undetectable in blood B cells from healthy adults both before and after in vitro mitogenic stimulation suggesting aberrant LEF-1 expression in B-CLL. Moreover, LEF-1 protein was readily detected by flow cytometry in CLL B cell samples and all clonal B cells expressed a uniform level of LEF-1. Full length LEF-1 is more oncogenic and predominates in certain cancers, while a dominant negative short isoform is found at greater levels in normal lymphocytes. Of interest, western blot analysis revealed that CLL B cells predominantly expressed full length oncogenic LEF-1. Ongoing studies are focused on silencing LEF-1 expression to determine LEF-1 target genes. In this regard, IGFBP4 (IGF binding protein 4) mRNA expression levels are 19-fold higher in CLL vs control B cells (p<0.0001) and the IGFBP4 protein was recently shown to antagonize Wnt signaling. A scan of the IGFBP4 promoter element identified 3 possible LEF/TCF consensus sites. Thus, there is a possible negative feedback loop in CLL, with activation of the Wnt pathway leading to expression of a negative Wnt regulator. Finally, we queried the GEP data for evidence of differential expression of 63 other Wnt-related genes. Surprisingly, in addition to LEF1, only five genes met our selection threshold of ≥1.5 fold change in expression between CLL and control B cells and p value <.001. These genes were CSNK1D (casein kinase, delta 1; 1.9-fold higher in control vs CLL; p<0.0001); CCND2 (cyclin D2; 2.4-fold higher in CLL vs control; p<0.0001); JUN (3.2-fold higher in control vs CLL); WNT3 (6.4-fold higher in CLL vs control; p<0.0001); and TCF4 (transcription factor 4, alias ITF-2; 4-fold higher in CLL vs control; p<0.0001). To our knowledge, we are the first to report that the TCF4 (ITF-2) gene is over expressed in B-CLL. This TF is of great interest because it is a known downstream target of the Wnt/TCF pathway, is activated in human cancers with b-catenin defects, and it promotes neoplastic transformation. Using Spearman correlation analysis to explore the relationship between LEF1, TCF4, and WNT3 expression levels, we observed a marginal correlation between WNT3 expression and LEF1 (ρ=0.31; p value=0.05) and TCF4 (ρ=0.29; p value=0.07). Summary: These studies add new support for a critical role of the Wnt pathway in CLL. The WNT3 results are consistent with the literature; however, it is notable that we failed to corroborate other reports demonstrating that other Wnts and Fzd genes are differentially expressed in CLL B cells vs normal B cells. It is striking that CLL B cells over express two TFs in this pathway that have been linked with neoplastic transformation. Ongoing studies are aimed at further elucidating the roles of these genes in B-CLL.

Abstract Background: CLL is still an incurable lymphoid malignancy. The current standard of care is to treat only patients with obvious clinical progression as defined by the National Cancer Institute Working Group in 1996 (NCI–WG 1996). High risk CLL can be identified at diagnosis by a variety of tests including fluorescence in situ hybridization (FISH), immunoglobulin heavy-chain variable region (IgVH) analysis, and expression of ZAP-70 or CD38. With this information we can identify patients with high risk, early stage disease who are candidates for novel low toxicity therapies that could alter the natural course of their disease. Our hypothesis was that combination monoclonal antibody (MoAb) therapy using alemtuzumab and rituximab would significantly reduce the high risk clone in early stage CLL. Methods: This phase II trial was conducted with IRB approval and accrued the planned 30 patients between January 2005 and July 2007 at Mayo Clinic Rochester. The study enrolled consenting patients with Rai stage 0–II CLL without NCI–WG 1996 criteria for treatment who had high risk CLL as defined as one or more of the following 17p13–, 11q22–, unmutated (UM) IgVH (< 2%) and expression of ZAP–70 (≥ 30%) and/or CD38 (≥20%). Treatment was one 30 day cycle (alemtuzumab 3 mg, 10 mg, 30 mg days 1–3 then 30 mg 3 × week × 4 weeks with all doses subcutaneously and rituximab at 375 mg/m2/week IV × 4 doses from day 8). Patients received 7 days of allopurinol and antimicrobial prophylaxis against PCP and herpes virus infections for 7 months. CMV testing by PCR was done weekly during treatment, then monthly × 6. Results: All 30 patients have completed therapy and 27 have been evaluated for response. The median age of these 27 patients was 62 yr (range 29–77) with 8 patients > 70 years. There was a male predominance (67%) with median time from diagnosis to treatment of 0.7 yr (range 0.1 – 6.1). Stage (Rai) at the start of therapy was 0 in 7 (26%), I in 19 (70%), and II in 1. High risk markers were 17p13– in 9 (33%), 11q22– in 7 (26%), UM IgV and expression of either ZAP–70 or CD38 in 11 (41%). All 27 patients completed therapy without interruption. Non hematological grade 3–4 toxicity occurred in 3 patients (2 drug reactions caused by SMX/TMP, 1 CMV reactivation responsive to IV therapy). Response evaluation at 2 months after completion of therapy using NCI–WG 1996 criteria showed an ORR of 93% with 12 (44%) CR, 8 (30%) nPR, and 5 (19%) PR. Two (7%) patients had disease progression. Median duration of follow up was 14.1 months (range 1.9 – 27.2). Median time to disease progression in the 25 responding patients was 14.4 months (95% CI 5.9 – 22.4). Seven (26%) patients have received subsequent treatment for CLL (median 5.2 months, range 2.4 – 20.1). A minimal residual disease assay using 3-color flow cytometry on peripheral blood was negative in 6 of the 7 patients with CR who had no evidence of residual CLL on immunohistochemical examination of the bone marrow. These 6 patients all remain in sustained CR (median follow up 15 months, range 2 – 27.2). Conclusion: Alemtuzumab and rituximab is an effective and tolerable therapy in patients with high risk early stage CLL. A randomized controlled trial is now required to test if this intervention is better than the standard observation approach. In addition, this combination MoAb regimen could be used as a platform to develop even more effective combination treatments for patients with CLL.

Abstract Myeloid cell factor-1 (Mcl-1) is an anti-apoptotic member of the Bcl-2 protein family that associates with tumor cell survival and drug resistance in chronic lymphocytic leukemia (CLL). Increased Mcl-1 expression is associated with failure to achieve remission after chemotherapy with fludarabine and chlorambucil in CLL patients. However, the influence of Mcl-1 expression has not been examined in CLL trials using treatment regimens that contain rituximab, which has shown substantially improved outcomes for a large subset of patients and have become a mainstay in the therapy of newly diagnosed CLL. We previously reported that combination chemoimmunotherapy with pentostatin, cyclophosphamide, and rituximab (PCR) has significant clinical activity with low accompanying toxicity in previously untreated CLL patients, and is especially well tolerated in older patients in whom the use of fludarabine may be associated with prohibitive toxicities. As part of this study, we prospectively investigated association of Mcl-1 protein expression with response and progression-free survival. Eligible patients received a regimen consisting of pentostatin (2 mg/m2), cyclophosphamide (600 mg/ m2), and rituximab (375 mg/m2) given intravenously on day 1 of a 21-day cycle for a maximum of 6 cycles. Responses were assessed according to NCI 1996 criteria and included bone marrow evaluation and two-color flow cytometry two months after completion of therapy. Flow cytometry-negative status was defined as less than or equal to 1% CD5+/CD19+ cells. Of the 64 patients evaluated in this trial, clinical responses were seen in 58 (91%), with 26 (41%) complete responses (CR), 14 (22%) nodular partial responses (nPR), and 18 (28%) partial responses (PR). Lysates from peripheral blood cells obtained pre-treatment were analyzed for Mcl-1 expression by immunoblot. Mcl-1 as a continuous variable was not found to be associated with other commonly described risk factors. However, Recursive Partitioning Analysis (RPA) was devised employing Mcl-1 expression as a continuous variable, which revealed an optimal cut point of 0.85. At this cutoff, flow cytometry-negative status was significantly different between the two groups (p=0.01) and median PFS was significantly higher (p=0.02) in patients with Mcl-1 levels of <0.85 (50.8 vs. 18.7 months). No difference by Mcl-1 expression was noted in other pre-treatment or response parameters. Our data describes the first prospective validation of Mcl-1 over-expression adversely influencing both the likelihood of attaining a flow cytometry-negative complete remission and extended progression free survival. Mcl-1 expression was also independent of other risk factors, indicating additional benefit for this measure in assessing patients. Mcl-1 expression may therefore predict poor response to chemoimmunotherapy, and these findings advocate pursuing therapeutic agents targeting this important anti-apoptotic protein.