Abstract Recombinant IL-12 is a potent cytokine that has held significant promise as an immunotherapeutic. In preclinical studies, recombinant IL-12 has impressive anti-tumor activity; however toxicity and a narrow therapeutic window halted development in humans. To address these limitations, Rubius Therapeutics has developed genetically engineered red cell therapeutics (RCTs) with cell surface expression of IL-12 alone (RTX-IL-12) or in combination with co-stimulatory or other cytokine molecules. These cells present ligands in their native form that potently activate and expand both T and NK cells through potent cell-cell interactions. On-target, off-tissue toxicity of RCTs may be limited due to their biodistribution, which is restricted to the vascular system. Based on its reported role in promoting a TH1 response and proliferation of cytotoxic NK and CD8 T cells, RTX-IL-12 activity was evaluated in vitro and demonstrated proliferation of human CD8 T cells (2-3 fold), Th1 differentiation of naïve CD4 T cells, IFNγproduction (6-11 fold increase over control), as well as NK cell activation and cytotoxicity against K562 targets (2-5 fold increase over control). To evaluate in vivoimmune response, anti-tumor activity and safety, a mouse surrogate red cell therapeutic, mRBC-IL-12, was developed by chemically conjugating recombinant Fc-IL-12 to mouse red blood cells. This surrogate overcame the rapid clearance of human red cells in mice. Administration of mRBC-IL-12 (1X109cells) to C57Bl6 mice that received B16F10 melanoma cells IV, showed a 52% decrease in the number of lung metastases and was associated with increased proliferating and cytotoxic CD8 and NK cells in the lungs (p=0.0002). Administration of mRBC-IL-12 (1X109cells) to mice bearing B16F10 and MC38 subcutaneous models exhibited 82% and 80% tumor growth inhibition, respectively. When combined with anti-PD1 treatment, mRBC-IL-12 (1X109cells) efficacy was improved in these two models and showed 86% and 85% tumor growth inhibition, respectively. Efficacy was accompanied by an increase in survival (p=0.0004 B16F10, p=0.0003 MC38 ) and the infiltration of M1 macrophages (p=0.007) into the tumor. Mice treated with the highest feasible dose of mRBC-IL-12 displayed no significant body weight loss and 3-10-fold lower serum IFNg levels compared to soluble rec. Fc-IL-12. By combining IL-12 with IL-15TP or 4-1BBL on the same red cell, tumor growth was strongly inhibited and in some cases improved over mRBC-IL-12 alone (TGI 46% and 63% in B16F10 SC, TGI 83%, 77% in MC38 and 78%, 70% in B16F10 IV). In summary, the data demonstrate that sequestering IL-12 in the vasculature through expression on red cells drives significant reductions in tumor growth, while improving the tolerability profile of the cytokine,supporting further testing in cancer patients. Citation Format: Anne-Sophie Dugast, Enping Hong, Maegan Hoover, Arjun Bollampalli, Douglas C. McLaughlin, Omkar Bhate, Timothy J. Lyford, Torben Straight Nissen, Christopher L. Carpenter, Thomas J. Wickham, Sivan Elloul. RTX-IL-12, an allogeneic red cell therapeutic expressing IL-12, exhibits potent in vitro and in vivo activity and favorable safety profile [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2019; 2019 Mar 29-Apr 3; Atlanta, GA. Philadelphia (PA): AACR; Cancer Res 2019;79(13 Suppl):Abstract nr 3256.