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Abstract Background: Multiple myeloma (MM) is a plasma cell proliferative disorder that results in considerable morbidity and mortality. As it is incurable with the current therapeutic approaches, more effective therapies based on better understanding of the pathobiology of the disease are needed. In MM, malignant plasma cells are characterized by low proliferative and apoptotic rates compared to other malignancies. The tumor suppressor gene p53, responsible for induction of cellular apoptosis in response to genotoxic stimuli, is relatively intact in most cases of myeloma. However, p53 mutations or deletion can occur late in the course of disease. Here we evaluate a novel small molecule inhibitor of the interaction between p53 and its negative regulator, MDM2, in the setting of myeloma. Methods and Results: Mi-63 was cytotoxic to several different myeloma cell lines with a median effect observed at approximately 2.5 μM in cell lines including MM1.S that express wild type p53 and between 10–15 μM in cells with mutated p53 as measured using an MTT cell viability assay. Additionally, Mi63 induced cytotoxicity in myeloma cell lines resistant to conventional agents such as Melphalan (LR50), Doxorubicin (Dox40) and Dexamethasone (MM1.R), indicating non-overlapping mechanisms. To evaluate the ability of the drug to induce cell death in the tumor microenvironment, MM cells were co-cultured with marrow stromal cells or in the presence of VEGF or IL-6, two cytokines known to be important for myeloma growth and survival. Mi63 was cytotoxic to myeloma cells under these conditions as well, at doses similar to those seen with myeloma cells alone. Mi63 was able to inhibit proliferation and induce apoptosis in myeloma cells in a dose- and time-dependent fashion, as demonstrated by flow cytometry using Annexin/PI staining as well as cell cycle studies. Treatment of myeloma cells with Mi63 was associated with early mitochondrial membrane depolarization, inversion of Bax/Bcl-2 ratio, and down regulation of Mcl-1, indicating induction of mitochondrial mechanisms of cell death. Mi63 was also cytotoxic to freshly isolated primary patient myeloma cells, inducing apoptosis in a dose-dependent manner. In the patient cells the drug appears to have a differential effect on the CD45 positive and negative cells. Conclusion: Mi-63 has significant activity in vitro in the setting of myeloma as demonstrated by its effect on myeloma cell lines and primary patient cells. It clearly induces apoptosis in myeloma cells, with higher activity seen in cells with wild type p53. Given the lack of p53 abnormalities in most of the patients with myeloma, this drug alone or in combination is likely to have significant clinical activity. Studies combining this with various DNA damaging drugs are in progress. These studies will eventually form the framework for future clinical studies.

Abstract Background: Isolation of malignant plasma cells from bone marrow of patients with monoclonal gammopathies is critical for studies into the disease biology. The isolation of plasma cells have generally been performed by positive selection using plasma cell markers such as CD138 or by negative selection by removing other marrow cells using a cocktail of antibodies. We have previously demonstrated differences in apoptotic rates in plasma cells with and without this enrichment step. Here we have examined the effect of CD138 magnetic bead selection on the surface phenotype of plasma cells by flow cytometry. Methods: Bone marrow aspirates from patients with myeloma (n=12) were first washed, and then lysed with ACK to eliminate red cells. The samples were split with a portion of the cells further processed for CD138 selection. ACK lysed only whole bone marrow (WBM) and sorted cells were stained with CD38, CD45, CD56, activation markers CD71 and CD69, adhesion markers CD49d, CD11b, and CD66, B cell markers CD19 and CD20, and clonality (kappa and lambda). Gates were drawn around the plasma cells and plasma cell subsets on the basis of CD38/45 expression for both sorted and unsorted samples. In addition, an aliquot of the sorted preparation was examined by immunohistochemistry to calculate the purity of the sorted sample. Results: Significant differences were observed in terms of the percentage of plasma cells expressing the different antigens when the cells were selected using CD138. This difference included a greater than 10% difference in expression between the two preparations as well as a change from positive to negative in several cases. There was a substantial loss in the expression of CD20, CD71 and CD11b on plasma cells following CD138 based sorting (Table). Among the other markers, CD49d remains unchanged and changes are variable for the other markers. In addition, in 8 of the 12 cases, there was a nearly complete loss of the CD45 positive subset with a loss of discrimination between CD45 negative and CD45 positive plasma cell subsets in the remaining CD138 sorted preparations (figure: unsorted left, sorted right). Conclusion: In conclusion, the process of CD138 sorting of plasma cells appears to change important markers on the plasma cells and may even eliminate a key subset from further analysis. This should be kept in mind when isolating plasma cells using CD138 positive selection for analysis such as gene expression profiling. Consideration should be given to negative selection using antibodies against other cell types to deplete them. Marker Unsorted % Sorted % CD56 74 67 CD69 11 2 CD71 23 8 CD49d 95 92 CD11b 33 4 CD66 5 1 CD20 16 6 Figure Figure

Abstract Background: Multiple myeloma remains incurable with current approaches and newer therapies are needed to improve the outcome of these patients. While monoclonal antibody based therapies have been successful in some of the hematological malignancies, such approaches have had limited efficacy in the setting of myeloma. Thymoglobulin (polyclonal rabbit antithymocyte globulin, Genzyme) (Thymo) has been extensively evaluated in the setting of allogeneic blood and marrow transplantation and solid organ transplants. Given the polyclonal nature of this product, with antibodies against different B cell antigens, we evaluated the in vitro and in vivo activity of Thymo in myeloma. Methods: MM cell lines were cultured in RPMI 1640 containing 10% fetal bovine serum supplemented with L-Glutamine, penicillin, and streptomycin. The KAS-6/1 cell line was also supplemented with 1 ng/ml IL-6. Cytotoxicity following drug treatment was measured using the MTT viability assay. Apoptosis was measured by flow cytometry using Annexin V/PI in cell lines and Apo 2.7 in primary patient plasma cells. Shifts in expression of a variety of different B cell and plasma cell antigens were examined on several different myeloma cell lines following Thymo treatment in order to identify the potential antigenic targets. In vivo activity of thymo was evaluated in a SCID plasmacytoma model injected with RPMI myeloma cell lines. Results: rATG was cytotoxic in vitro to several MM cell lines (RPMI 8226, U266, OPM1, OPM2) including the IL-6 dependent cell line Kas6/1 with LC50 of around 1 mg/mL. Additionally, thymo was cytotoxic MM cell lines resistant to conventional agents such as doxorubicin (Dox40), melphalan (LR5) and dexamethasone (MM1R). Thymo induced apoptosis in MM cell lines and in patient derived primary myeloma cells. When tested in combination with other anti-myeloma agents an additive effect was seen with doxorubicin, PS341 and melphalan. Using competitive flow cytometry, we identified CD138, CD38, Cd45, CD126, CD49d (VLA4), as well as CD20 as antigens likely to be targeted by Thymo. Tumor bearing mice injected with Thymo at two different doses (5 mg/kg and 10 mg/kg for five days) had significantly delayed tumor growth compared to non-injected mice, and this translated into a better survival for these mice. Mice receiving 10 mg/kg dose had a slower tumor growth compared to 5 mg/kg dose (Figure). Conclusions: Thymoglobulin has promising in vitro and in vivo activity in the setting of myeloma. These studies will provide the rational for future clinical development of this agent in myeloma alone or in combination with other agents. Based on these results, we are in the process of initiating a clinical trial combining Thymo with Melphalan. Figure Figure

Abstract Background: Bortezomib (VELCADE®) is a first-in-class, reversible proteasome inhibitor with activity in multiple myeloma (MM) and other malignancies. Bortezomib showed significant activity in previous phase 2 and 3 studies in patients (pts) with previously treated MM. This international multicenter open-label phase 3b study allowed expanded access to bortezomib therapy in pts with relapsed/refractory MM treated with ≥ 2 previous lines of therapy. Methods: Pts with MM were eligible if they had received ≥ 2 prior lines of therapy and required treatment due to relapsed or progressive disease. Pts with grade ≥ 2 peripheral neuropathy (PN) were excluded. Pts received 1.3 mg/m2 IV bolus bortezomib on days 1, 4, 8, and 11 of each 3-week cycle for up to 8 cycles; dexamethasone (20 mg/d PO on the day of and day after bortezomib dose) could be added after cycle 2 for progressive disease or after cycle 4 for stable disease. Adverse events (AEs) were assessed beginning at the start of treatment and continuing until 30–42 days after treatment and were graded based on NCI-CTC version 2.0. Efficacy assessment was performed based on changes in disease burden as measured by monoclonal (M)-protein concentration in serum and urine every 2 cycles (6 weeks). Response was assessed using modified SWOG criteria: complete response (CR) was a 100% reduction in M-protein; very good partial response (VGPR), 75–99% reduction; partial response (PR), 50–74% reduction; minimal response (MR), 25–49% reduction; and stable disease, < 25% reduction. Increasing M-protein levels indicated progressive disease. Results: 624 pts in 93 centers from 21 countries received at least 1 dose of treatment and were evaluable for safety (55.3% male; median age 62.7 years). 68% of pts received 3–11 lines of previous therapy. Karnofsky performance status was ≤70 in 25.6% of pts; 141 pts (22.6%) were ≥ 70 years of age. Pts completed a median of 5 cycles of therapy (range 0–13); 39.3% of pts completed all 8 planned cycles. Grade 3/4 treatment-emergent (related and unrelated) AEs were reported in 430 pts (68.9%), with thrombocytopenia (29.2%), neutropenia (13.3%), and anemia (11.7%) the most common hematologic AEs. Grade 3/4 PN was reported in 8.2% of pts. Overall, 165 pts (26.4%) discontinued therapy due to treatment-related AEs. Best responses among evaluable pts (n = 593) included 12.0% CR, 23.1% VGPR, 19.1% PR, and 16.5% MR, for an overall response rate of 70.7%. Median time to first response was 42 days (range 7–125), and median time to best response was 63 days (range 7–235). Conclusions: Bortezomib 1.3 mg/m2 administered biweekly q3 weeks was well tolerated with manageable toxicities in pts with relapsed and/or refractory MM. Response rates with bortezomib were high, even in heavily pretreated pts, inducing > 25% CR/VGPR. This study confirms results from initial clinical trials in a broader population.

Abstract Abstract 2943 Background: Inhibitor of apoptosis (IAP) proteins represents a conserved group of proteins that are important regulators of cell survival and apoptosis. X-linked IAP (XIAP) is the best studied IAP that inhibits pro-apoptotic caspases 3, 7 and 9. Multiple myeloma (MM) cell lines express high levels of XIAP. The levels of XIAP are further increased when stimulated by cytokines IL6 and IGF-1, both secreted in copious amounts in myeloma microenvironment. The other two main IAP proteins, namely cIAP1 and cIAP2 are not direct inhibitors of caspases. Instead, they modulate the levels of various signaling pathways by ubiquitinating proteins within the pathways. The NFKB pathway could be activated or inhibited by cIAP1 and 2. In MM, deletions of cIAP1 and cIAP2 have been shown to activate non-canonical NFKB pathway, which indicates a possible tumor suppressor role of these proteins. We wanted to investigate the role of the three IAPs by using a small molecule inhibitor. Our studies clearly indicate the importance of inhibiting all the three IAPs for the induction of apoptosis in MM cells. Methods: LCL161 was synthesized by Novartis Inc. (Basel, Switzerland). Stock solutions were made in DMSO, and subsequently diluted in RPMI-1640 medium for use. MM cell lines were cultured in RPMI 1640 containing 10% fetal bovine serum (20% serum for primary patient cells) supplemented with L-Glutamine, penicillin, and streptomycin. Cytotoxicity was measured using the MTT viability assay and proliferation using thymidine uptake. Apoptosis was measured using flow cytometry with Annexin V-FITC and propidium iodide (PI) for cell lines and patient cells. Immunoblotting was done on cell extracts at various time points following incubation with the drug in order to study the cell signaling pathways. siRNA to cIAP2 was purchased from Invitrogen and was electroporated into MM1S cells. Results: We first examined baseline levels of cIAP1, cIAP2 and XIAP in several MM cell lines and a few patient cells. We observed that the IAPs were constitutively expressed in MM cells. We then wanted to examine the functional significance of these IAP proteins in MM cells. For this, we used an IAP inhibitor LCL161. We observed that LCL161 was able to induce cytotoxicity and inhibit proliferation of MM cells, albeit with differences observed between cell lines. We then examined the factors contributing to resistance in the less sensitive cell lines. For this we chose H929, a sensitive cell line and MM1S, a less sensitive cell line to LCL161. Upon treatment with LCL161, cIAP1 and XIAP were down regulated accompanied by increase in levels of activated caspases 9, 8 and 3 in both H929 and MM1S cells. Using LCL161 in combination with a caspase 9 or a caspase 8 or a pan caspase inhibitor showed clearly that the extrinsic pathway is more involved in the LCL161 induced cell death process. LCL161, however, was unable to inhibit cIAP2 in the less sensitive cell line MM1S whereas cIAP2 was not found to be expressed in H929 cells. It has been shown that cIAP1 is required for ubiquitination and degradation of cIAP2. Therefore, cIAP1 down regulation by LCL161 could actually be contributing to the lack of down regulation of cIAP2 and the observed resistance to LCL161. In order to test this, we used a siRNA to cIAP2 and transfected it into MM1S cells by electroporation. We observed that the siRNA reduced cIAP2 levels and in combination with LCL161 led to marked increase in cells undergoing apoptosis. We also examined signaling pathways after treatment with LCL161 and observed upregulation of both canonical and non-canonical NFKB pathways and Jak/Stat pathway in MM1S cells and not in H929 cells. Combining LCL161 with a Jak2 specific inhibitor SD-1029 synergized in inducing cell death in MM1S and other cell lines less sensitive to LCL161. We are currently testing this combination in MM patient cells. Conclusion: These studies demonstrate the importance of inhibiting cIAP1, cIAP2 and XIAP together in MM cells. Furthermore, by this study we were able to identify resistance mechanisms that are upregulated due to inhibiting the IAP proteins and the importance of using agents that inhibit the IAPs along with inhibitors of these pathways in inducing apoptosis in MM cells. The findings from these studies form the basis of evaluation of IAP inhibitors in combination with a Jak/Stat pathway inhibitor in patients with MM. Disclosures: Kumar: Celgene: Consultancy, Research Funding; Merck: Consultancy, Honoraria; Millennium Pharmaceuticals, Inc.: Research Funding; Novartis: Research Funding; Genzyme: Research Funding; Cephalon: Research Funding.

Abstract Background: Multiple myeloma cells are heterogenous in terms of the expression of CD45 and previous studies have suggested important clinical and biological implications of the CD45 expression. It has been shown that expression of CD45 on myeloma cells has prognostic value and that the CD45 positive cells contain the proliferative fraction of the myeloma cells. We have also demonstrated that the CD45+ population has a higher apoptotic rate compared to CD45− cells. Given the hypothesis that CD45+ cells represent myeloma cells earlier in their development and are more proliferative and more dependent on the marrow microenvironment we studied differences between the two populations in patients with different stages of monoclonal gammopathies and in normal plasma cells. Methods: Fresh bone marrow aspirates were subjected to ACK lysis for removal of RBCs subjected to multicolor flow cytometry to study the expression of different surface antigens on the plasma cells. Plasma cells were identified based on their characteristic CD38/45 expression. The surface expression of CD19 (B cell marker), CD56 (NCAM), CD87, (involved in cellular adhesion, cell motility and angiogenesis), CD126 (IL-6 receptor alpha chain), sVEGF (surface VEGF; surrogate measure of VEGF receptor expression), and CD71 (proliferation marker) were studied and compared between the CD45 + and CD45− cells by gating separately on these populations. Results: Patients with active myeloma (76), smoldering myeloma (32), MGUS/amyloid (44), and normal patients (23) were studied. Not all markers were performed on all patients. Among the patient samples, the expression of CD19, CD87, CD71, CD126, and sVEGF were higher among the CD45+ cells compared to CD45− cells (Table: % of cells with expression). There was no significant difference between the two in terms of the expression of CD56. Among the normal plasma cells, the expression of CD19, CD87, CD126 and sVEGF was greater on the CD45+ cells compared to CD45− plasma cells and CD56 was not different. When the patient cells were compared to normal cells, the expression of CD19 was higher among the normal CD45+ plasma cells and CD56, CD87 and CD126 were less. The expression sVEGF was comparable Conclusion: In this study we demonstrate differences between CD45+ and CD45− plasma cells in patients with monoclonal gammopathies. These findings are important for understanding the disease biology and provide an insight into the functional differences seen between these two populations. The increased expression of CD19 in the CD45+ cells supports the notion that these cells are likely to be at an earlier developmental stage. The comparable CD56 expression is not in accordance with previous studies and needs to be examined in a larger group of patients. Increased expression of sVEGF and CD126 as well as the adhesion molecules is in accordance with increased responsiveness and dependence of the CD45+ cells to VEGF and IL-6 and the increased proliferative rates. These findings indirectly support the hypothesis that CD45 negative cells are less dependent on the marrow microenvironment and the cytokine milieu that it provides.

Abstract Abstract 1848 Background: Aurora kinases play an important role in cell division by controlling chromatid segregation. Aberrant functions of aurora kinases result in genetic instability, a condition often seen in cancers. While Aurora A is important in the alignment of the sister chromatids, Aurora B, a spindle fiber associated kinase, heavily influences the equal division of sister chromatids and along with the Aurora C kinase also assists in a regulated cell division. Inhibition of either of the Aurora family kinases affects chromosomal alignment and segregation during the course of cell division resulting in polyploidy, cell growth arrest and ultimately cell death. VEGF has been implicated in the increased angiogenesis in MM patients. Increase in VEGF levels leads to upregulation in the Ras/Mek/Erk pathway and increased angiogenesis, cell proliferation and decreased apoptosis. Inhibiting this pathway has shown to induce apoptosis in MM cells. We therefore investigated the role of a small molecule inhibitor A-1014907 that inhibits both aurora kinases and VEGF stimulated Ras/Mek/Erk pathway. Methods: A-1014907 was synthesized and provided by Abbott Laboratories Ltd. Stock solutions were made in DMSO, and subsequently diluted in RPMI-1640 medium for use. MM cell lines were cultured in RPMI 1640 containing 10% fetal bovine serum, penicillin, and streptomycin. Cytotoxicity was measured using the MTT viability assay and proliferation using thymidine uptake. Apoptosis was measured using flow cytometry upon cell staining with Annexin V-FITC and propidium iodide (PI) for cell lines and patient cells. Immunoblotting was done on cell extracts at various time points following incubation with the drug in order to study the cell signaling pathways. Results: A-1014907 was able to induce cytotoxicity and inhibit proliferation in all MM cell lines tested with IC50 values between 50–100nM. Similar extents of inhibition of proliferation was also observed when MM cells were co-cultured with bone marrow stromal cells or HUVEC cells or tumor promoting cytokines IL6, IGF and VEGF. The increase in cytotoxicity was due to apoptotic cell death observed in both MM cell lines and patient cells. Cell cycle assays demonstrated that A-1014907 was able to induce cell cycle arrest at the G2/M stage of cell cycle followed by polyploidy indicative of Aurora B inhibition. We also observed an increase over time the proportion of cells in sub G0/G1 stage indicative of cell death. Western blots were performed to understand the mechanism of action of A-1014907. We observed that A-1014907 was able to significantly down regulate Aurora B activity as measured by pHistone H3 (Ser 10) down regulation. This was accompanied by up regulation of p21 and down regulation of CDK4 and cyclin E both indicative of G2/M arrest. We also observed the ability of A-1014907 to inhibit the Ras/Mek/Erk pathway by measuring levels of pErk post treatment with the drug. A-1014907 potently inhibited pErk levels and this down regulation was also observed when MM cells were co-cultured with either VEGF or HUVEC cells. Furthermore, A-1014907 at sub IC50 doses induced synergistic cell death of MM cell lines when combined with sub IC50 doses of dexamethasone Conclusion and current studies: A-1014907 clearly inhibits the Ras/Mek/Erk pathway and aurora B activity and induces apoptosis in MM cell lines and patient cells. We are currently using siRNA to aurora A in combination with A-1014907. We are also examining the mechanism of action of dexamethasone in combination with A-1014907. All this will help to design clinical trials with A-1014907 either alone or in combination with other anti-MM agents in MM patients. Disclosures: Kumar: Celgene: Consultancy, Research Funding; Merck: Consultancy, Honoraria; Millennium Pharmaceuticals, Inc.: Research Funding; Novartis: Research Funding; Genzyme: Research Funding; Cephalon: Research Funding.

Abstract While multiple myeloma (MM) is almost invariably preceded by asymptomatic monoclonal gammopathy of undetermined significance (MGUS) and/or smoldering MM (SMM), the alterations of the bone marrow (BM) microenvironment that establish progression to symptomatic disease are circumstantial. Our aim was to identify changes in the BM microenvironment eliciting angiogenesis in MM. We have found that in Vk*MYC mice harboring oncogene-driven plasma cell proliferative disorder, the progression from asymptomatic to symptomatic MM was characterized by substantial modifications of the BM microenvironment, including a switch from a T helper type 1 (Th1) to a Th2 response, and accumulation of CD206+Tie2+ macrophages, which eventually favored angiogenesis and increased in microvessel density (MVD). Notably, MVD was also increased at diagnosis in the BM of MGUS and SMM patients that subsequently progressed to MM when compared with MGUS and SMM that remained quiescent. These findings suggest a multistep pathogenic process in MM, in which the immune system may contribute to angiogenesis and disease progression. They also suggest investigating MVD in asymptomatic patients as prognostic factor for the progression and outcome of this disease. Disclosures No relevant conflicts of interest to declare.

Abstract Background: CD123 (alpha chain of the interleukin-3 receptor [IL-3RA]) heterodimerizes with CD131 (βc, common beta chain) to constitute the high-affinity receptor for IL-3. CD123 is not expressed on hematopoietic stem/progenitor cells from normal bone marrow (BM). In contrast, CD123 is highly expressed in CD34+/CD38- cells from acute myeloid leukemia (AML) patients, which recapitulate the leukemic phenotype in NOD/SCID mice; CD123, therefore, is a marker for leukemic stem cells in AML (Jordan CT et al., Leukemia 2000). CD123 is also highly expressed on CD4+/56+ leukemic cells in patients with blastic plasmacytoid dendritic cell neoplasm (BPDCN), an aggressive hematodermic neoplasm. The validity of CD123 as a rational therapeutic target was illustrated by clinical efficacy data for SL-401, a biologic target therapy directed to IL-3R, in patients with BPDCN and AML, respectively (Frankel AE et al., Blood 2014 andFrankel AE et al., J Clin Oncol 31, 2013 (suppl; abstr 7029)). Objectives: To study CD123 expression as a potential therapeutic target in myeloproliferative neoplasms (MPN). Methods: The study was approved by our institutional review board and patients provided written consent for sample collection. MPN diagnosis was based on WHO 2008 criteria. Surface antigen expression on hematopoietic cells of various lineages was interrogated using the 4-color multiparametric flow cytometer, FACSCaliber TM (BD Biosciences, San Jose, CA). Data analysis was performed using CellQuest Pro Software (BD Biosciences). Results: We studied a total of 21 MPN patients and 3 normal controls. Of the former, 14 patients had systemic mastocytosis (SM) (indolent SM=9, SM with associated myeloid neoplasm=4 and aggressive SM=1), 6 had primary myelofibrosis (PMF) and 1 had eosinophilic leukemia transformed to AML. Normal controls: Three normal BM samples were studied; the number of CD123 positive cells in the total population was <1%. Rare CD34+/CD38- cells were uniformly CD123-. Of the CD123+ cells, only a minor subset (<10%) coexpressed myeloid/granulocyte lineage (CD13+, CD15+ or CD16+) or monocyte/macrophage lineage (CD14+ or CD11b+) markers. Systemic mastocytosis: The data were informative for 6 patients (3 with peripheral blood [PB], 1 with BM, and 2 with paired PB and BM samples) for whom a sufficient number of mast cells (MC) were identified for immunophenotyping. Neoplastic MC were defined as CD117 hi/SSC hi/CD45 hi/CD34-/CD25+/FcεRI+. CD123 expression was seen in the majority of MC for 4 patients (#1-4, CD123 percentage positive, PB/BM): 91%/n.a. (#1), 75%/81% (#2), 84%/n.a. (#3), and 88%/n.a. (#4). In contrast, one patient (#5) had a minority of CD123+ MC (33%/28%). Clonal eosinophilia: PB was studied; the WBC differential count showed 41% leukemic blasts and 57% eosinophils (both confirmed to be clonally related based on FISH studies). Both cell populations were predominantly CD123+ (≥90%). Primary myelofibrosis: We studied PB samples from 6 PMF patients. Approximately 1-2% of circulating cells marked as CD123+; of these, expression was notable on CD34-/CD38+ cells (median 54%; range 41-74% positive). We found a larger proportion (30-50%) of CD123+ cells that coexpressed CD13+, CD16+ or CD11b+ representing monocytes, immature myeloid cells and granulocytes, as compared to normal BM controls. Studies on BM samples from PMF patients are ongoing. Conclusions: CD123 (IL-3RA) is expressed on relevant primary cells of interest in select MPNs, namely neoplastic mast cells in SM patients and eosinophils in clonal eosinophilia patients. In PMF, a minor population of circulating cells was CD123+ with a biased distribution on myeloid lineage cells as compared to normal BM samples. We are currently studying CD123 expression in additional MPN patients, and also analyzing CD123 expression on BM trephine biopsies by immunohistochemistry. In addition, the cytotoxicity assessment of SL-401 against MPN cell lines and primary cells is ongoing. Overall, the aforementioned data support the clinical development of SL-401 in patients with MPNs and clinical trials are currently being planned. Disclosures Brooks: Stemline Therapeutics: Employment, Equity Ownership. Pardanani:Stemline Therapeutics Inc.: Research Funding.

Abstract Abstract 2948 Background: Deletions and mutations in the tumor suppressor protein p53 are an uncommon observation in new multiple myeloma (MM) patients and are observed more commonly in patients with advanced disease. p53 deletion has been observed to correlate with poor overall and progression free survival in MM patients. Wild type p53 modulates the expression levels of a broad array of proteins involved in cell cycle progression, apoptosis ultimately leading to cell cycle arrest and apoptosis. p53 is negatively regulated by MDM2. MDM2 binds to and ubiquitinates p53 marking it for proteasomal degradation. In addition, MDM2 is a direct downstream regulator of p53. Targeting the p53-MDM2 interaction by developing agents that bind to the p53 binding motif of MDM2 and reactivating p53 has therefore been an active area of research. Here, we present results from our pre-clinical studies using AT219, a small molecule inhibitor that binds to MDM2 preventing its interaction with p53. Methods: AT219 was obtained from Ascenta Therapeutics. Stock solutions were made using DMSO and working stock solutions were made using RPMI 1640 media containing 10% fetal bovine serum (20% serum for primary patient cells) supplemented with L-Glutamine, penicillin, and streptomycin. Akt1/2 kinase inhibitor (Akti) was purchased from Sigma. MTT assay was performed to study drug induced cytotoxicity and thymidine uptake was used as a measure to study differences in proliferation. Flow cytometry using Annexin V-FITC and propidium iodide (PI) was used to measure drug induced apoptosis in cell lines and patient cells. In addition, apo-2.7 was also used to measure apoptosis in patient cells. Mitocapture and cytochrome-c assays were also performed to confirm the induction of apoptosis in MM cell lines. In order to study the mechanism of action of the drug, immunoblotting studies were performed on lysates made from cell lines incubated with the drug for various time points. Results: AT219 induced potent cytotoxicity in MM cell lines MM1S, MM1R and H929, all three expressing wild type p53 with IC50 values of 2.5–5μM. Similar effects were observed when the above mentioned cell lines were treated with AT219 and the inhibitory effect of proliferation of these cells were examined. When MM1S or H929 cells were cultured with bone marrow stromal cells (BMSCs) derived from MM patients or with one of the three tumor promoting cytokines implicated in MM (IL6, IGF or VEGF) and treated with AT219, the drug was able to inhibit the proliferation of both cell lines to similar extents as observed when cultured independently without BMSCs or the cytokines. The increase in cytotoxicity was found to be due to cells undergoing apoptosis as observed when MM1S or H929 cells were cultured with AT219 and % apoptotic cells were measured as measured by annexin/PI, mitocapture and cytochrome c assays. AT219 was also observed to induce more potent apoptosis in primary cells obtained from new MM patients with wild type p53 than in cells obtained from relapsed MM patients with wild type p53. AT219 clearly upregulated p53 as observed by performing immunoblots after treatment with the drug in MM1S and H929 cells. In addition, MDM2 and p21 were also found to be significantly upregulated and Bax was slightly upregulated post drug treatment. Bcl2, Mcl1 and Xiap levels were down regulated. In MM1S cells AT219 treatment resulted in a slight down regulation of pAkt (Ser 473). However, in H929 cells we observed a transient upregulation of pAkt following AT219 treatment. This prompted us to test AT219 in combination with Akti on MM cell lines. Our results on both MM1S and H929 cells using AT219 in combination with Akti demonstrated synergy. We are currently testing this combination in primary cells drawn from MM patients with both wild type p53 and those with p53 deletions and mutations. Conclusions: Our studies validate the anti-MM activity of AT219 in MM patients with wild type p53. In addition to using AT219 in combination with Akti, we are testing AT219 in combination with existing anti- MM chemotherapeutic agents. Interesting results from our studies will form the basis for clinical evaluation of AT219 as a single agent or in combination with an Akt inhibitor or other agents in MM patients. Disclosures: Kumar: Celgene: Consultancy, Research Funding; Merck: Consultancy, Honoraria; Millennium Pharmaceuticals, Inc.: Research Funding; Novartis: Research Funding; Genzyme: Research Funding; Cephalon: Research Funding.