Abstract Background: The presence of tumor infiltrating lymphocytes (TILs) has been associated with improved prognosis in HER2+ breast cancer patients. Antigen specific TCR and costimulatory receptor signaling drive increases in TIL number, effector function, and tumor cytotoxicity. Improving the number and effector phenotype of tumor localized TILs has curative potential by enhancing the adaptive and memory immune response. Targeting HER2 with the monoclonal anti-HER2 antibody trastuzumabhas improved survival in HER2+ breast cancer patients and is known to increase peripheral type I immunity, which may be reflected by increased TILs. The Immunoglobulin Superfamily (IgSF) includes a large, diverse family of immunotherapy targets expressed on immune cells and tumors. Transmembrane IgSF receptors,CD28 and inducible T cell co-stimulator (ICOS), related costimulatory molecules expressed on T cells, interact with CD80/CD86 and ICOS ligand (ICOSL), respectively, and play critical roles in T cell activation and adaptive immunity.The Alpine Immune Science's VIgDTM platform uses directed evolution to derive novel, therapeutically-applicable IgSF extracellular domains with tailored specificity and affinity. The vIgD platform has generated human ICOSL vIgDs capable of binding both ICOS and CD28, activating both pathways. To promote anti-tumor activity of TILs in HER2+ tumors, we developed trastuzumab-ICOSL “V-mAbs” consisting of trastuzumab fused to activating ICOSL vIgDs. These V-mAbs are designed to localize to HER2+ tumors and activate antigen-specific, resident T-cells through costimulatory receptor agonism. Methods: V-mAbs were generated by fusing ICOSL vIgDs to either the N- or C- termini of the heavy and/or light chains of trastuzumab. V-mAb binding to CD28, ICOS or HER2 was measured by flow cytometric analysis of transfected cells or ForteBio analysis. V-mAb costimulatory activity was confirmed by immobilization in the presence of anti-CD3 in a primary human T cell assay. Finally, V-mAbs were co-cultured with HER2+ target cells and human T cells; T-cell activity was measured by proliferation, cytokine production, and target lysis. Results: V-mAbs were successfully produced and bound to CD28, ICOS and HER2. In a plate bound costimulation assay, the V-mAbs increased the amount of IFN-gamma produced by T-cells stimulated with anti-CD3. When incubated with HER2+ target cells, V-mAbs promoted T-cell proliferation, cytokine secretion, and target cell lysis. Data from in vivo studies, to determine the impact of trastuzumab V-mAbs on HER2+ cancers, will be presented when available. Conclusions: Trastuzumab-ICOSL V-mAbs are novel ICOS- and CD28-activating immunotherapies for HER2-positive tumors, promoting T-cell proliferation, cytokine secretion, and target cell lysis in a HER2 dependent fashion. The V-mAb platform has broad potential to enable tumor-localized immune modulation via the diverse array of IgSF members. Preclinical development of trastuzumab-ICOSL clinical therapeutics is in progress. Citation Format: Rickel E, Evans L, Swanson R, Levin SS, Rixon M, Wolfson M, Bhandari J, MacNeil S, Hoover J, Kornacker M, Capuano I, Peng SL. ICOSL anti-HER2 V-mAbs: Localizing engineered ICOSL costimulatory agonists to HER2+ tumors through trastuzumab [abstract]. In: Proceedings of the 2017 San Antonio Breast Cancer Symposium; 2017 Dec 5-9; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2018;78(4 Suppl):Abstract nr P1-09-10.