Abstract Cmpd 5 is a derivative of R-roscovitine (CYC-202, seliciclib) with increased potency that selectively inhibits Cdk2, Cdk5 and Cdk9. In chronic lymphocytic leukemia (CLL) a disease that is addicted to the over-expression of anti-apoptotic proteins for survival, inhibition of Cdk9 by Cmpd 5 reduced phosphorylation of the C-terminal domain of RNA polymerase II and blocked transcription. These actions depleted the intrinsically short-lived anti-apoptotic protein Mcl-1, and induced apoptosis in CLL cells in vitro. Cmpd 5 was about 30 times more potent than its parent compound R-roscovitine with an IC50 of 0.86 µM after a 24-hr incubation. Although cell death was initiated after a 4-hr incubation in a time course study of Cmpd 5-induced apoptosis, the maximum cell death was not reached until 10-12 hr. In addition, it was known that co-culture of CLL cells with the marrow and lymphoid stromal cells may be responsible for resistance to fludarabine therapy. We evaluated Cmpd 5 in overcoming such stromal cell-mediated protection. Cmpd 5 killed the CLL cells similarly in the presence or absence of the human stromal cell line StromaNKtert without toxicity to the stromal cells, whereas the stromal cells clearly protected the CLL cells from the toxicity of fludarabine. Since Mcl-1 is the major target of Cmpd 5 in CLL, and the action of Cmpd 5 relies on the intrinsically rapid turn-over rate of Mcl-1, we compared the protein levels and the half-life of Mcl-1 in CLL cells in the presence or absence of the stromal cell layer. After an overnight incubation of CLL cells with the StromaNKtert cells, there was a 3-4 fold induction of Mcl-1 transcript and protein. However, there was no difference in the Cmpd 5-induced decay rate of either the Mcl-1 mRNA or protein, indicating that stromal cells did not alter the stability of Mcl-1. Therefore, the elevated Mcl-1 level likely indicated increased biosynthesis, rather than enhanced stability. Thus, the activation of the survival pathways and induction of the biosynthesis of Mcl-1 by the stromal cells may protect CLL cells from fludarabine-induced apoptosis but loss of the short-lived anti-apoptotic proteins was not affected, explaining the lack of stromal cell protection for CLL cells from Cmpd 5. Similar time-dependence of cell death induction as well as stromal cell response was also observed with other inhibitors of transcription including flavopiridol, R-roscovitine and Actinomycin D, implying a class effect. Taken together, our data suggested that Cmpd 5 is a promising candidate for clinical development for CLL. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 101st Annual Meeting of the American Association for Cancer Research; 2010 Apr 17-21; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2010;70(8 Suppl):Abstract nr 4431.