Abstract T cell therapies have had modest efficacy in solid tumors due to their failure to proliferate following infusion. We have designed a mesothelin (MSLN) CAR T product (OPB-101) which includes a novel promoter (OP1), an optimized CAR, a safety switch, and a CD8α-targeted IL-2/15 designed cytokine to promote T cell expansion and improve efficacy in solid tumors. Human anti-MSLN binders were optimized for the target using our OUTSPACERTM library. CAR evaluation was conducted using in vitro coculture assays and validated NSG tumor xenograft models. OUTSMARTTM IL-2/15 was designed to avoid regulatory T cell activation by ablating IL-2Rα binding and re-targeted to CD8α to enhance CD8+ T cell and NK stimulation. EGFRoptTM was engineered for improved sensitivity to EGFR-targeted immunotherapies. Using 2A polypeptides, all transgenes were expressed with an antigen-dependent, inducible “stim-on” promoter (OP1) to regulate CAR expression, cytokine production, and resistance to exhaustion. The efficacy of the OPB-101 construct was tested in stringent exhaustion assays. In vivo efficacy was assessed with mice engrafted with s.c. H1650 tumors that were treated by i.v. injection of mock, CAR only or OPB-101 T cells at doses ranging from 0.25 × 106 to 2 × 106 cells. Tumor volume and weight were measured for 80 days. T cell levels and phenotype were measured by peripheral blood (PB) draws and intratumoral analysis (IT; day 14). OPB-101 efficiently killed MSLN+ tumor cell lines in repeat challenge and spheroid assays, and inducibly produced the IL-2/15 cytokine. IL-2/15 expression did not result in antigen-independent CAR T cell proliferation but extended survival in conditions without exogenous cytokine support. In vivo efficacy studies showed tumor control at 2 × 106 cells in the CAR only condition and modest anti-tumor efficacy at the 1 × 106 dose. In contrast, OPB-101 demonstrated complete and durable tumor elimination at the lowest dose of 0.25 × 106 cells (OPB-101 versus CAR only at 1 × 106 cells, p < 0.0001 and p < 0.0005 for donor 1 and 2, respectively). OPB-101 efficacy was associated with robust expansion in the PB (>100-fold) within IT (>5-fold) compared to the CAR only condition. OPB-101 PB and IT T cells showed reduced levels of PD-1, TIGIT and CD39 compared to CAR only suggesting resistance to exhaustion. Finally, studies conducted in tumor-free mice showed that OPB-101 expansion in vivo was dependent on the presence of tumor. In summary, OPB-101 using a regulated promoter (OP1) to dynamically express an optimized MSLN CAR, EGFRoptTM, and a CD8-targeted IL-2/15 cytokine enhances anti-tumor efficacy against solid tumors by promoting CAR expansion and persistence while limiting T cell exhaustion. These technologies allow for complete elimination of solid tumors at a low treatment dose (i.e., <250K cells) and may pave the way to more effective CAR T cell therapies for solid tumors. Citation Format: Rupesh Amin, Howell Moffett, Kevin Haworth, Jerry Chen, Jason Yokoyama, Allan Wang, Leah Tait, Maria Steele, John Crowl, Thaddeus Davenport, Joseph DeSautelle, Jared Hammer, Willimark Obenza, Vanessa Montoya, Robin Kirkpatrick, Laura Baker, Tina Tan, Kristie Shirley, Bradley Hammerson, Robert Langan, David Clausen, Paul Sample, Brian Weitzner, Shujun Yuan, Marc Lajoie, Scott Boyken, Aaron Foster. OPB-101: An optimized mesothelin-specific CAR T cell product expressing CD8-targeted IL-2/15 and engineered to resist T cell exhaustion [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2024; Part 1 (Regular Abstracts); 2024 Apr 5-10; San Diego, CA. Philadelphia (PA): AACR; Cancer Res 2024;84(6_Suppl):Abstract nr 51.