Abstract 466CD8+ T cells are thought to be major players in T cell immunity because of their potent direct effector function. However, many studies have demonstrated that CD4+ T cells also play a critical role by providing help which optimizes CD8+ T cell responses. In vivo experiments using murine models have suggested that common cytokine receptor γ-chain cytokines such as IL-2, IL-15 and IL-21 are mediators of this CD4+ T cell help.Previously, we generated K562-based artificial APC (aAPC) by transducing HLA-A2, CD80, and CD83. This aAPC can generate large numbers of antigen-specific CD8+ CTL with a central/effector memory phenotype and potent effector function. These CTL are surprisingly long-lived and can be maintained in vitro without any feeder cells or cloning. We are currently conducting a clinical trial where large numbers of anti-tumor CD8+ CTL generated ex vivo using this aAPC and IL-2/IL-15 are adoptively transferred to patients with advanced cancer. Early results have demonstrated that adoptively transferred anti-tumor CTL can expand and persist as memory T cells for longer than 6 months without lymphodepletion or cytokine administration. Furthermore, some patients have demonstrated objective clinical responses. These in vivo results suggest that K562-based aAPC might serve as a clinically important APC to generate large numbers of antigen-specific T cells for adoptive therapy.Based upon these observations, we have generated a K562-derived aAPC that can expand antigen-specific CD4+ T cells capable of providing help to CD8+ T cells. One challenge with the study of human HLA class II-restricted antigen-specific CD4+ T cells lies in the fact that there is no DR allele with a frequency greater than 25% in any race or ethnic extraction. To overcome this issue, we targeted HLA-DP0401 (DP4), which is positive in 64% of Caucasians and is the most frequent HLA allele in many other ethnic groups. aAPC was generated by sequentially transducing DPA1*0103, DPB1*0401, CD80 and CD83 to HLA class I-, class II-, CD54+, CD58+ K562. Using this aAPC and 57 overlapping peptides encompassing the full-length protein, we identified three DP4-restricted immunogenic epitopes derived from CMV pp65. One of the 3 epitopes, peptide #23 (aa 221-240) appeared to be an immunodominant epitope, since specific CD4+ T cells were expanded from all donors tested. A cell-based in vitro competitive binding assay confirmed that #23 binds DP4 molecules. #23-specific CD4+ T cells generated using aAPC and low dose IL-2/IL-15 were long-lived, up to 4 months in vitro without any feeder cells or cloning, and were able to recognize APC exogenously pulsed with pp65 protein. ELISPOT showed that #23-specific CD4+ T cells were able to secrete IL-2, IL-4, IFN-γbut not IL-10 in an antigen-specific manner. Interestingly, intracellular cytokine staining revealed that a fraction of IFN-γsecreting CD4+ T cells concurrently produced IL-4. Most importantly, using an aAPC expressing HLA-A2, DP4, CD80, and CD83, we were able to demonstrate that pp65-specific CD4+ T cells can provide help to pp65-specific CD8+ T cells in an antigen-specific way.Survivin is an attractive target antigen for tumor immunotherapy, since it is expressed by many tumor types and is indispensable for tumor growth. We have also successfully generated DP4-restricted Survivin-specific CD4+ T cells using this aAPC. Using a cell-based in vitro binding assay, 5 Survivin-derived peptides with high binding capacity to DP4 molecules were identified. Among these 5 peptides, peptide #90 (aa 90-104) bound DP4 most potently. aAPC pulsed with #90 was able to induce antigen-specific CD4+ T cell responses from cancer patients. These CD4+ T cells were also long-lived, up to 3 months in vitro and secreted IL-2, IL-4, and IFN-γbut not IL-10. Interestingly, IL-21 was also produced upon antigen-specific stimulation. It should be noted that our K562-based aAPC did not expand Foxp3+ regulatory T cells under the experimental conditions tested.Taken all together, we have established a K562-based aAPC to generate large numbers of HLA-DP4-restricted antigen-specific CD4+ T cells that possess longevity and functional competence. Based upon our previous success in clinical translation of K562-based aAPC for CD8+ T cells and the high prevalence of HLA-DP4, generating a clinical grade version of this aAPC for CD4+ T cells is of high priority. Disclosures:No relevant conflicts of interest to declare.