Abstract Extracellular adenosine generated from ATP/ADP through the concerted action of the ectoenzymes CD39 and CD73 elicits potent cytoprotective and immunosuppressive effects mediated by type-1 purinergic receptors. Chronic lymphocytic leukemia (CLL) cells expressing the ectoenzymes CD39 and CD73 can actively produce adenosine, activating an autocrine adenosinergic axis that supports engraftment of leukemic cells in a growth-favorable environment. These effects are mediated by the A2A adenosine receptor, which inhibits chemotaxis and limits spontaneous and drug-induced apoptosis of CLL cells. Following the reported cross-talk between hypoxia and adenosine, we tested the hypothesis of a functional interplay between the adenosinergic axis and hypoxic signals in the CLL microenvironment. Results indicate that culture of CLL cells under hypoxic conditions, such as those observed in lymph nodes from CLL patients, boosts adenosine production, mainly because of the significant increase in the mRNA and protein levels of CD73, the rate-limiting enzyme in adenosine synthesis. CLL also underwent a robust up-regulation of CD26, which functions as an adenosine-deaminase scaffold protein, in keeping with the hypothesis that extracellular nucleotides enter a scavenging pathway, with conversion to inosine and re-uptake by the leukemic cells. Confirmation was obtained using HPLC assays, which showed increased inosine generation under hypoxia. Consistently, expression of membrane nucleoside transporters was also significantly up-regulated. However, hypoxic CLL cells also expressed high levels of the A2A adenosine receptor, which delivered cytoprotective signals and which supported CLL proliferation in response to TLR signaling. Attention was then focused on the stromal and T cell compartments, which are critical to the formation and maintenance of the leukemic niche. Hypoxia enhanced differentiation of circulating monocytes into nurse-like cells, macrophages of the M2 type playing an essential role in nurturing leukemic cells. The enhancement of NLC differentiation under hypoxic conditions relied, at least in part, on the activation of A2A: its engagement by a pharmacological agonist favored NLC generation, with overexpression of indoleamine 2,3-dioxygenase (IDO) and of the M2 macrophage markers CD163 and CD206. Moreover, activation of A2A induced secretion of immunomodulatory cytokines, such as IL-6, IL-10 and CCL18, while pharmacological blockade of A2A under hypoxia prevented NLC differentiation, expansion, expression of immunosuppressive molecules and secretion of cytokines and chemokines. In the T cell compartment, hypoxic cultures were followed by the sharp up-regulation of A2A, without significantly affecting the enzymes that generate adenosine, which were anyway restricted to the regulatory T cell (Treg) compartment. Co-cultures of T lymphocytes and CLL cells under hypoxia resulted in a dramatic decrease of T cell proliferation, partially rescued by A2A receptor antagonists. Furthermore, hypoxic T cells underwent a metabolic switch, with increased expression of nucleoside transporters and enzymes involved in glucose metabolism, suggesting a Warburg effect. This was accompanied by the differentiation of a population of Tr1 cells, characterized by the expression of LAG3 and CD49b and by the secretion of high levels of IL-10 and VEGF. Expression of the PD-1 immuno-inhibitory receptor was enhanced in hypoxic T cells, suggesting that multiple inhibitory mechanisms are activated. We also observed expansion of classical Tregs, defined on the basis of a CD4+/CD25high/CD127low/foxp3+ phenotype. Blockade of the A2A receptor prevented this phenotype, partially restoring T cell proliferation and immune competence. Together, these findings indicate that the adenosinergic and hypoxic axes synergize in shaping the CLL niche, suggesting that pharmacological inhibition of the adenosinergic signals may counteract some of the effects mediated by an hypoxic environment, contributing to disrupt the leukemic niche and to restore the immune system. Disclosures Gaidano: Celgene: Research Funding; MorphoSys; Roche; Novartis; GlaxoSmithKline; Amgen; Janssen; Karyopharm: Honoraria, Other: Advisory boards.