Background and significance: Paraoxonase 2 (PON2) is a member of mammalian detoxifying enzymes that are located to the mitochondrial membrane, hydrolyze lactone metabolites and interact with coenzyme Q10 to diminish oxidative stress. While PON2 is highly expressed in the CNS and multiple fetal tissues, expression levels in normal hematopoietic cells are low. We began to study the function of PON2 in B cell lineage ALL, because microarray analyses suggested high mRNA levels of PON2 in B cell lineage ALL cells. In addition, PON2 is used as a diagnostic marker on a 15 gene diagnostic LDA panel (e.g. in AALL1131; NCT02883049) that is used for the identification of Ph-like ALL, a subgroup with particularly poor outcome and specific treatment requirements.Results: Analyzing data from pediatric and adult clinical trials, we found that greater than median PON2 mRNA levels at the time of diagnosis predicted poor clinical outcomes for both children (COG P9906; n=207; P=1.09e-05) and adults (ECOG; n=215; P=0.003) with B-lineage ALL. Studying expression levels of PON2 by quantitative RT-PCR and Western blot in normal bone marrow B cell precursors from healthy donors and patient-derived pre-B ALL cells including Ph+ and Ph -like ALL, we found 3-10-fold increased mRNA and protein levels of PON2 throughout multiple pre-B ALL samples. To elucidate potential functions of PON2 in normal B cells and B-lineage ALL, we studied normal B cell development and ALL-models in Pon2-/- mice. While B cell development was unperturbed in Pon2 -deficient mice, deletion of Pon2 had profound effects on both BCR-ABL1- and N RASG12D-driven leukemogenesis. Compared to wildtype, Pon2-/- pre-B ALL cells failed to form colonies in semisolid agar. Pon2-/-ALL cells were arrested in G0/G1 phase and expressed 2-5-fold increased levels of Arf and p21, compared to Pon2+/+ ALL cells. Strikingly, >50% of Pon2-/-ALL cells spontaneously underwent cellular senescence, as shown by b-galactosidase staining in conjunction with increased Arf expression levels. These in vitro findings suggest an important role of PON2 in B-lymphoid leukemogenesis, which was confirmed in transplant experiments based on BCR-ABL1 and N RASG12D ALL models. While Pon2 -deficiency substantially prolonged survival of recipient mice of BCR-ABL1 ALL cells (P=0.0001), mice transplanted with Pon2 -deficient N RASG12D ALL cells survived for indefinite periods of time.Targeting PON2 expression in relapse ALL: Given that PON2 is expressed at very high levels in relapse ALL samples, we tested the concept of targeting PON2 lactonase activity in a prodrug-approach. While PON2 activity typically results in detoxification of lactone-metabolites, lactone-hydrolysis of the N-(3-oxododecanoyl)-homoserine lactone (3OC12) prodrug results in cytotoxic byproducts (Guoping et al., 2016). We therefore tested the therapeutic potential of 3OC12. For genetic validation, we treated wildtype and Pon2-/- ALL cells with 3OC12 and found strong cytotoxic effects in wildtype but not Pon2-/- ALL cells. Likewise, inducible overexpression of Pon2 in patient-derived pre-B ALL cells exacerbated toxicity of 3OC12 compared to empty vector controls. Likewise, CRISPR-Cas9 mediated ablation of PON2 in human ALL PDX reversed sensitivity of the pre-B ALL cells to 3OC12.Conclusion: Here we describe the previously unknown function of the detoxifying PON2 lactonase as an essential prerequisite for pre-B cell transformation and leukemogenesis. PON2 expression is specific for leukemia cells, an outcome predictor for patients with pre-B ALL and a biomarker of Ph-like ALL. While PON2 protects ALL cells and enables malignant growth, we demonstrate that its lactonase-activity can be leveraged for pharmacological targeting as exemplified by the lactone-prodrug 3OC12. DisclosuresNo relevant conflicts of interest to declare.