Abstract MEK1/2 kinases have diverse functions in cell proliferation and survival, including the regulation of cell cycle transitions between the G1, S, and G2 phases and mediation of DNA damage response pathways. Therefore, inhibition of MEK1/2 may facilitate the antiproliferative effects of other therapies that disrupt cell cycle progression leading to DNA damage, including antimitotic therapies. AAK is a serine/threonine protein kinase essential for normal mitotic progression. Inhibition of AAK leads to inappropriate progression through mitosis in the presence of misaligned chromosomes resulting in aneuploidy and DNA damage, which leads to apoptosis or senescence. Here, we evaluated the combination of the allosteric MEK1/2 inhibitor TAK-733 with alisertib, the selective AAK inhibitor. Proliferation assays in multiple tumor cell lines showed a concentration-dependent decrease in the IC50 of TAK-733 and alisertib with increasing concentrations of the second agent, suggesting increased anti-proliferative activity of these agents when combined. This result was corroborated by measuring changes in cell confluence over time, a surrogate for proliferation rate, using an IncuCyte live-cell imaging system. The decreased proliferation rate of the combination was due in part to induction of apoptosis, as demonstrated by Annexin V and sub-diploid DNA content analysis. Cell cycle progression differences of the TAK-733/alisertib combination relative to the single agents were assessed using time-lapse video microscopy by measuring the time to the first mitotic event after drug addition, time spent in mitosis, and time between mitotic events. Of these, the only observed difference in cell-cycle progression time in the A2780 ovarian carcinoma cell line was the time between mitotic events, which was 10 hours longer for the combination relative to single agent alisertib. Moreover, the combination of TAK-733 and alisertib significantly reduced the ability of the cells to re-enter the cell cycle after one mitosis compared to either single agent; 30% for the combination, compared to 90% for TAK-733 and 76% for alisertib. Flow cytometry DNA content analysis showed that TAK-733 suppressed the formation of >4N/tetraploid cells induced by alisertib alone in multiple cell lines. This observed decrease in the proportion of >4N cells is greater than the decrease that could be extrapolated solely from the cell cycle-slowing effect of the combination, suggesting that TAK-733 reduces the proliferative potential of the alisertib-generated aneuploid cells via cell-cycle arrest and apoptosis. Collectively, these findings demonstrate an added benefit of TAK-733 over alisertib alone and provide a pre-clinical rationale for further investigation of the combination of TAK-733 and alisertib for cancer therapy. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 103rd Annual Meeting of the American Association for Cancer Research; 2012 Mar 31-Apr 4; Chicago, IL. Philadelphia (PA): AACR; Cancer Res 2012;72(8 Suppl):Abstract nr 3738. doi:1538-7445.AM2012-3738