10515 Background: Breast cancers containing an amplified copy of the HER2 receptor tyrosine kinase represent 20–30% of all cases and antibody directed therapy targeting the extracellular domain of HER2 with trastuzumab has proven broadly efficacious. However, resistance to trastuzumab is a common phenomenon. Recent work has identified a cleaved, 95kD version of HER2 that lacks the extracellular epitope in which the trastuzumab binding site is found. Presence of this so called “p95” has been correlated with a worse clinical prognosis. We hypothesized that p95 may enable tumor resistance to trastuzumab. Methods/Results: We established models of p95 expressing breast cancer by transfecting p95 into preexisting models of HER2 amplified breast cancer. We find that cells expressing p95 display increased resistance to the growth inhibitory effects of trastuzumab. The PI3K-AKT pathway that is downregulated by Trastuzumab is less affected in the p95 expressing cells. Furthermore, p95 demonstrates an association with HER3 that is unaffected by trastuzumab treatment. Next, we evaluated the efficacy of therapies targeted against the intracellular domain of HER2 such as the HSP90 inhibitor, 17-AAG. HER2 requires HSP90 for its conformational stability and inhibitors of HSP90 result in growth inhibition of HER2+ breast cancer. We find that p95 displays a similar requirement for HSP90 as inhibitors of HSP90 result in the degradation of p95. Moreover, cells overexpressing p95 are equally susceptible to the antitumor effects of HSP90 inhibitors as those without high levels of p95. Finally, we utilized an empirically derived, in vivo model of trastuzumab resistance that displays high level expression of p95. As with the transfected models, these tumors retain their sensitivity to HSP90 inhibitors as treatment of mice bearing tumors results in both degradation of HER2 and p95 as well as robust tumor growth inhibition. Conclusions: Given the presence of p95 in human breast tumor samples, the data suggest that p95 may play an important role in mediating clinical resistance to trastuzumab. They further suggest that such tumors may retain their sensitivity to targeted therapy against the intracellular portion of HER2 such as with lapatinib or 17-AAG. No significant financial relationships to disclose.