Abstract Without active delivery across the blood-brain barrier (BBB) the efficacy of doxorubicin in brain tumors is limited. 2B3-101, glutathione PEGylated liposomal doxorubicin, has been developed as brain-targeted chemotherapy. In preclinical studies, 2B3-101 showed a 5-fold enhanced doxorubicin brain-delivery versus pegylated liposomal doxorubicin (Doxil®). Patients with either solid tumor brain metastases or recurrent malignant gliomas were treated with 2B3-101 by a 90 min IV infusion q21d to assess (1) safety, tolerability and MTD (2) pharmacokinetics (PK) and (3) preliminary anti-tumor activity of 2B3-101, determined by brain MRIs and body CTs, according to RANO or RECIST criteria. Doses were escalated in cohorts of 3-6 patients. 28 patients received 2B3-101 at doses of 5-70 mg/m2, without DLTs. 15 patients had brain metastases from solid tumors, and 13 patients had recurrent malignant gliomas WHO grade III (3) or IV (10). Twenty-three patients (82%) received ≥ 3 prior therapies before 2B3-101. No cardiac or CNS toxicity was observed. At doses of ≥ 40 mg/m2, adverse events ≥ grade II (CTCAE v.4.0) were: neutropenia (21%), thrombocytopenia (4%), mucositis (4%), and PPE (18%). Grade I-II infusion reactions were observed in 4/28 patients, being transient and manageable with standard treatments. Pharmacokinetic data showed non-linear exposure of 2B3-101 without signs of accumulation with repeat dosing. Due to one case of thrombocytopenia grade IV at 60 mg/m2, this cohort was expanded to 6 patients. 2B3-101 demonstrates preliminary antitumor activity in the brain. At doses of ≥ 40 mg/m2, 12 of 16 patients demonstrated stable disease as best outcome (brain metastases (n=4), glioblastoma (n=5) and grade III glioma (n=3)). 2B3-101 also showed responses in extracranial disease. 2B3-201 is safe and well tolerated up to 70 mg/m2 q21d in both brain metastases from solid tumors and recurrent malignant gliomas. A dose intensity of 15 mg/m2/week was sustainable over at least 4 cycles. Based on this information, the phase IIa dose expansion study is currently ongoing with treatment regimens of 50 mg/m2 every 3 weeks for patients with brain metastases and 60 mg/m2 every 4 weeks for patients with recurrent malignant glioma. ClinicalTrials.gov NCT01386580, sponsored by to-BBB technologies BV. Citation Format: Pieter J. Gaillard, Bojana Milojkovic Kerklaan, Philippe Aftimos, Sevilay Altintas, Agnes Jager, Werner Gladdines, Fredrik Lonnqvist, Patricia Soetekouw, Henk Verheul, Ahmad Awada, Jan Schellens, Dieta Brandsma. Phase I dose escalating study of 2B3-101, glutathione PEGylated liposomal doxorubicin, in patients with solid tumors and brain metastases or recurrent malignant glioma. [abstract]. In: Proceedings of the 105th Annual Meeting of the American Association for Cancer Research; 2014 Apr 5-9; San Diego, CA. Philadelphia (PA): AACR; Cancer Res 2014;74(19 Suppl):Abstract nr CT216. doi:10.1158/1538-7445.AM2014-CT216