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Direct inhibition of CDK9 blocks HIV-1 replication without preventing T cell activation in primary human peripheral blood lymphocytes 1Fels Institute for Cancer Research and Molecular Biology, Temple University School of Medicine, 3307 North Broad St., Philadelphia, PA 19140, U.S.A 2Department of Biochemistry, Temple University School of Medicine, 3307 North Broad St., Philadelphia, PA 19140, U.S.A 3Department of Microbiology and Immunology, Temple University School of Medicine, 3307 North Broad St., Philadelphia, PA 19140, U.S.A *Correspondence to: Xavier Graña, Fels Institute for Cancer Research and Molecular Biology, Temple University School of Medicine, AHP bldg., room 308, 3307 North Broad St., Philadelphia, PA 19140, Tel#: (215) 707-7416, Fax#: (215) 707-5562, Email: xavier/at/temple.edu Abstract HIV-1 transcription is essential for the virus replication cycle. HIV-1 Tat is a viral transactivator that strongly stimulates the processivity of RNA polymerase II (RNAPII) via recruitment of the cyclin T1/CDK9 positive transcription elongation factor, which phosphorylates the C-terminal domain (CTD) of RNAPII. Consistently, HIV-1 replication in transformed cells is very sensitive to direct CDK9 inhibition. Thus, CDK9 could be a potential target for anti-HIV-1 therapy. A clearer understanding of the requirements for CDK9 activity in primary human T cells is needed to assess whether the CDK9-dependent step in HIV-1 transcription can be targeted clinically. We have investigated the effects of limiting CDK9 activity with recombinant lentiviruses expressing a dominant negative form of CDK9 (HA-dnCDK9) in Peripheral Blood Lymphocytes (PBLs) and other cells. Our results show that direct inhibition of CDK9 potently inhibits HIV-1 replication in single-round infection assays with little to undetectable effects on RNAPII transcription, RNA synthesis, proliferation and viability. In PBLs purified from multiple donors, direct inhibition of CDK9 activity blocks HIV-1 replication/transcription but does not prevent T cell activation, as determined via measurement of cell surface and cell cycle entry and progression markers, and DNA synthesis. We have also compared the effects of HA-dnCDK9 to flavopiridol (FVP), a general CDK inhibitor that potently inhibits CDK9. In contrast to HA-dnCDK9, FVP interferes with key cellular processes at concentrations that inhibit HIV-1 replication with potency similar to HA-dnCDK9. In particular, FVP inhibits several T cell activation markers and DNA synthesis in primary PBLs at the minimal concentrations required to inhibit HIV-1 replication. Our results imply that small pharmacological compounds targeting CDK9 with enhanced selectivity could be developed into effective anti-HIV-1 therapeutic drugs. Keywords: PITALRE (previous designation for CDK9), Transcription, Human T cells, Peripheral Blood Lymphocytes, kinases 1. Introduction The most common therapeutic method to reduce HIV-1 viral loads is Highly Active Anti-Retroviral Therapy (HAART), which combines drugs that directly target at least two HIV-1 proteins, the reverse transcriptase (RT) and the protease (Pro) (reviewed in Klebl and Choidas, 2006). However, one major problem associated with the current HAART is the appearance of, and selection for novel HIV-1 strains resistant to current antiretroviral drugs. This is because these drugs directly target viral proteins, and thus, become inefficient when HIV-1 mutates. As HIV-1 replicates rapidly, and its RT is prone to errors, mutations in HIV-1 genes encoding for RT or Pro that make these proteins less sensitive to the action of inhibitors are selected rapidly. Thus, there is an urgent need for development of drugs with novel mechanisms of action. In particular, it has become increasingly apparent, that “indirect cellular targets” (non-viral) may represent a solution to this problem (reviewed in Klebl and Choidas, 2006). One potential “indirect target” is the cyclin T1/CDK9 complex. T-type cyclins (Wei et al., 1998; Peng et al., 1998b) and cyclin K (Fu et al., 1999) interact with CDK9 (Graña et al., 1994) forming distinct complexes termed Positive Transcription Elongation Factor b (P-TEFb) (Marshall and Price, 1995; Peng et al., 1998a). P-TEFb is required for RNAPII transcription in vitro and it has been shown that CDK9 and its associated cyclins are recruited to several promoters in cells. The cyclin T1/CDK9 complex, but not other P-TEFb complexes, is recruited by HIV-1 Tat to the nascent HIV-1 transcript, a step essential for productive transcription of the HIV-1 genome (reviewed in Price, 2000; Garriga and Graña, 2004; Marshall and Graña, 2006). Previous studies have documented that HIV-1 transcription and replication is very sensitive to inhibition of CDK9 activity using a dominant negative form of CDK9 (dnCDK9) or siRNAs targeted to cyclin T1 and CDK9 (Mancebo et al., 1997; Flores et al., 1999; Chao et al., 2000; Chiu et al., 2004). These studies have been performed by using tumor cell lines such as MAGI and Jurkat cells. It has also been shown that flavopiridol (FVP) inhibits CDK9 activity in vitro with an IC50 of 3 nM (Chao et al., 2000; Chao and Price, 2001), which is significantly lower than its IC50s for other CDKs including CDK4, CDK2, and CDK7 (20-300 nM)(Sedlacek, 2001). FVP inhibits transcription by RNAPII in vitro at the elongation phase and also inhibits HIV-1 Tat transactivation very potently (Chao et al., 2000). Moreover, 300 nM FVP inhibits the rates of RNAPII transcription by approximatelly 70 % in HeLa cells (Chao and Price, 2001). As CDK9 is required for transcription elongation by RNAPII in vitro (Price, 2000) and is so sensitive to FVP inhibition, the potent inhibitory effects of FVP on transcription by RNAPII in cells has lead to the suggestion that CDK9 is required for the transcription of most cellular genes (Chao and Price, 2001). Also, DNA microarray analysis of FVP treated cells showed patterns of altered gene expression similar to those induced by either actinomycin D, an inhibitor of transcriptional initiation, or 5,6-dichloro-1-beta-d-ribofuranosylbenzimidazole (DRB), another CDK9 inhibitor, demonstrating that FVP inhibits global transcription (Lam et al., 2001). These data reinforced the suggestion that CDK9 activity is required for transcription of most genes by RNAPII. Importantly, FVP was also shown to inhibit HIV-1 replication in single-round and spread HIV-1 infection assays in Sx22-1 and Jurkat cells, respectively, with IC50s in the low nM range. It was also noted that FVP does not affect the rates of RNAPII transcription in nuclear run on assays of HeLa cells pretreated at these concentration for 1 h (Chao et al., 2000; Chao and Price, 2001). We and others have previously reported that cyclin T1 expression is upregulated following mitogenic stimulation of human peripheral blood lymphocytes (PBLs), but not transformed T cells (Garriga et al., 1998; Herrmann et al., 1998). Upregulation of cyclin T1 in PBLs correlates with phosphorylation of RNAPII and HIV-1 replication (Garriga et al., 1998) and is coordinated with the expression of other transcriptional regulators (Marshall et al., 2005). T cell activation involves a complex reprogramming of gene expression that leads to the expression of genes required for T cell effector functions, as well as cell cycle entry and proliferation (Huang and Wange, 2004). These coordinated transcriptional programs may require CDK9 activity if CDK9 is required for transcription of most RNAPII genes. Given the low levels of cyclin T1/CDK9 complexes in primary quiescent T cells, it is currently unknown whether inhibition of CDK9 activity in these cells is compatible with T cell activation and how this affects HIV-1 replication. A clearer understanding of the requirements for CDK9 activity in primary human T cells is needed to assess whether the CDK9-dependent step in HIV-1 transcription can be targeted clinically. With this aim, we have used cell lines to establish conditions to efficiently transduce PBLs with recombinant lentiviruses expressing a dominant negative form of CDK9 (HA-dnCDK9) and determined the effects of directly inhibiting CDK9 activity on T cell activation and HIV-1 replication. We have also compared these effects to those resulting from pharmacologically treating PBLs with FVP. Our results suggest that the effects of dnCDK9 and FVP treatment are not equivalent and suggest that more selective inhibitors of CDK9 could be developed into effective anti-HIV-1 drugs. 2. Materials and Methods 2.1 Cell culture 293T, MAGI and Jurkat cells were grown in Dulbecco’s Modification of Eagle’s Medium (DMEM; Cellgro) supplemented with heat inactivated 10% FBS (Cellgro). PBMCs were isolated as described previously with some modifications (Garriga et al., 1998). PBLs were obtained from PBMCs after monocyte depletion by plastic adherence and resuspended at a concentration of 2 × 106 cells/ml. PBLs were cultured in 24 well cluster plates prior to transduction with lentiviruses or treatment with inhibitors (described below) at 37°C and 5% CO2. Following infection/treatment, PBLs were activated with 1 μg/ml PHA (Sigma-Aldrich) and 1 ng/ml PMA (Sigma-Aldrich). For long-term activation experiments, cells were stimulated with 1 μg/ml PHA, γ-irradiated feeder PBMCs (6 Grays), and 20 U/ml human IL-2 (Roche). For proliferation curves, 293T cells were seeded at 0.5 × 106 cells/10 cm dish and cell number was counted daily using a Neubauer hemocytometer. 293T cell lines stably expressing HA-dnCDK9, HA-CDK9, cyclin T1 or no transgene were generated following transduction with lentiviral constructs expressing each transgene and a puromycin resistance gene. Two days following transduction cells were selected in the presence of puromycin (1 μg/ml). 2.2 Protein assays Cells were lysed in lysis buffer (50 mM Tris-HCl (pH 7.4), 5 mM EDTA, 250 mM NaCl, 50 mM NaF, 0.1% Triton X-100, 0.1 mM sodium vanadate, 1 mM PMSF, 10 μg/ml leupeptin, 4 μg/ml aprotinin, and 40 μg/ml pepstatin). For Western blot analysis, 10 μg of protein was resolved by SDS-PAGE and transferred to polyvinylidene difluoride (PVDF) membrane in 10 mM CAPS (pH 11.0) containing 10% methanol. The following antibodies were used: anti-cyclin T1 (SC-10750), CDK9 (SC-484), p107 (SC-318), Cyclin A (SC-596), and Mcl-1 (SC-819) (Santa Cruz Biotechnology); PARP-1 (51-6639GR) (Becton and Dickinson, BD); ERK1/2 (9102) (Cell signaling); and RNAPII 8wg16, RNAPII H5 (Ser-2 specific) and RNAPII H14 (Ser-5 specific) (Covance). 2.3 Lentiviral constructs, recombinant viral production and cellular transduction pCEIII and pCPP transfer vectors were derived from pHR’-CMV-LacZ (Naldini et al., 1996) as described previously (Hasham and Tsygankov, 2004). PCEIII-HA-CDK9 and PCEIII-HA-dnCDK9 vectors were generated by blunt-end subcloning the NruI/XbaI fragment from pRC-CMV-HA-CDK9 vectors containing the CDK9 cDNAs under the control of a CMV promoter (Garriga et al., 1996a) into a blunt-ended XhoI site in the PCEIII vector. Similarly, a SpeI-BamHI fragment from pCMV2-flag-HEXIM1 was blunt ended and cloned in the PCEIII vector. pCPP-HA-CDK9 and pCPP-HA-dnCDK9 vectors were generated by subcloning EcoRI digested cDNAs into the EcoRI site of the pCPP vector. Lentiviral particles were generated by transient transfection in 293T cells by CaCl2 method as described in (Marshall et al., 2005) with some significant modifications. Briefly, 15 μg of the transfer vector (directing expression of the gene of interest), 10 μg of pCMVΔ8.2 (packaging construct) and 10 μg of the pCMV-VSV-G (envelope) vector (Sena-Esteves et al., 2004) were cotransfected into 293T cells. HXB2 and VSV-G pseudotyped HIV-1 Luciferase (HIV-1-luc) viruses were generated by cotransfecting 15 μg of pNL4-3.Luc.R-E- (Connor et al., 1995; He et al., 1995) and 10 μg of Env plasmid (HXB2 or VSV-G). Supernatants were harvested at 48 and 60 h after transfection and filtered through 0.45 μm filters. Viruses were pelleted by ultracentrifugation at 50,000 × g for 90 min. at 4°C. Pelleted virus was resuspended in sterile PBS containing 0.1% BSA. Viruses were stored at -80°C prior to use. MAGI and 293T cells were transduced by addition of viral supernatants to target cells in the presence of 8 μg/ml polybrene (Sigma-Aldrich) to improve transduction efficiency and placed at 37°C and 5% CO2. Sixteen h following transduction, cells were washed once with PBS and then fresh media was added. PBLs were infected in 24 well cluster plates. Concentrated viral supernatant (MOI 250) and polybrene (8 μg/mL) was added to 2 × 106 cells and PBLs were spin-inoculated at 244 × g for 90 minutes at 25°C. Cells were then incubated at 37°C and 5% CO2. Transducing units/ml were determined by infecting 293T cells with serial dilutions of GFP-expressing viruses. Titer was determined by counting the number of EGFP-positive cells from 5 independent fields under a fluorescent microscope. 2.4 HIV-1 single-round replication assays in cell lines and PBLs 0.5 × 106 cells (MAGI/Jurkat) were plated in 60 mm dishes. Twenty four h later the cells were infected with the recombinant lentiviruses indicated in the results section. Eight h later, 1 ml of HIV-1-Luc viral supernatant and 1 ml of complete medium containing polybrene (8 μg/ml) was added to the cells and allowed to infect over night. Following infection, cells were washed twice with medium, refed and collected 48 h later for analysis. 293T stable cell lines (HA-dnCDK9 and puro) were similarly infected with HIV-1-Luc. For FVP (Aventis) experiments, cells were treated with various concentrations (10-300nM) of FVP 3 h post-infection with HIV-1-Luc supernatants, for the duration of the experiment. Luciferase Assays (Promega) were carried out according to manufacturer’s standard protocols. PBLs were transduced with recombinant lentiviruses as described above. Sixteen h later, 2 × 106 PBLs were infected with 50 μl of concentrated HXB2 pseudotyped HIV-1-Luc viruses via spin inoculation. Twenty four h later, the PBLs concentration was adjusted to 1 × 106 cells/ml with fresh media and stimulated with PMA/PHA. When indicated, cells were treated with FVP (10-300 nM) 3 h prior to stimulation with PMA/PHA. Cells were collected at 24 hours for FACS analysis and at 48 h for luciferase assays, and Western blot analysis. Raw luciferase data was normalized to the protein content of the lysates. 2.5 RNA and DNA synthesis and run-on assays RNA synthesis experiments were performed as described previously (Sano et al., 2002). Briefly, 1 × 106 cells were incubated for 16 h with 5 μCi/ml of [3H]-uridine (Perkin-Elmer), in the absence or presence of FVP. Total RNA and DNA were purified using Tripure reagents as per manufacture directions (Roche). [3H]-uridine incorporation in RNA was determined 16 h later using a liquid scintillation counter and values were normalized vs. DNA content. For DNA synthesis assays, 2 × 106 transduced/treated PBLs were seeded in 24 well cluster plates at a concentration of 1 × 106 cells/ml. Cells were stimulated with PMA/PHA as described above. Twenty four h post-activation, 5 μCi/ml [3H]-thymidine was added to the wells. Incorporation of labeled nucleotide was allowed to take place for 24 h. Cells were collected 48 h post-stimulation and lysed in 0.3 M NaOH. After addition of an equal volume of 20% Trichloro acetic acid (TCA), DNA was immobilized on Whatman filter paper (1001-325), washed twice with 10% TCA and once with 95% ethanol using a vacuum flask. Thymidine incorporation was quantitated using a liquid scintillation counter. Values were normalized to cell number. For nuclear run-on assays, 293T cells were grown to 75% confluency in 15 cm diameter dishes (approx. 45 × 106 cells) and then treated with 300 nM FVP or medium for 1 h. Run on assays were performed essentially as described in (Chao and Price, 2001). 2.6 Flow Cytometry/Flow Assisted Cell Sorting For flow cytometric analysis of surface markers, 500,000 PBLs were collected 24 h post mitogenic stimulation. PBLs were washed twice with PBS and stained for 20 min with FITC, PE or APC conjugated antibodies to CD25, CD69, or CD62L (BD). PBLs were washed once with PBS and fixed in PBS containing 2% paraformaldehyde (pH 7.4) for 15 min. Following fixation, cells were washed once with PBS and resuspended at a concentration of 1 × 106 cells/ml. Fluorescence profiles were then acquired on a FacsCalibur (BD) flow cytometer. Data was analyzed using CellQuest Pro (BD). For Cell Sorting, transduced PBLs were collected in 15 ml falcon tubes and washed once with RPMI. Cells were resuspended in RPMI containing 5% FBS at a concentration of 30 × 106 cells/ml. Cells were then sorted by GFP fluorescence using a Cytomation MoFlo (Cytomation, Inc., Fort Collins, CO) cell sorter. Sorted PBLs were resuspended in RPMI containing 10% heat-inactivated FBS at a concentration of 1 × 106 cells/ml. Following viral transduction and sorting, cells were activated and analyzed by flow cytometry as described above. 3 Results With the ultimate goal of transducing PBLs, we generated two series of recombinant lentiviruses. One series directed coexpression of a puromycin resistance gene and either HA-tagged CDK9, dnCDK9, or cyclin T1, while the second series directed coexpression of EGFP and either HA-tagged dnCDK9 or Flag-tagged hexim1 (Fig. 1A
3.1 Stable expression of a dominant-negative form of CDK9 inhibits HIV-1 transcription in 293T cells without effects on cellular RNA synthesis It has previously been shown that P-TEFb activity is rate-limiting for HIV-1 replication in transformed Jurkat cells expressing a dnCDK9 mutant that inhibited endogenous CDK9 activity by approximately 50% (Flores et al., 1999). Under these conditions, cell viability was reported to be unaffected. Incubation of HeLa cells with flavopiridol (FVP), a potent inhibitor of CDK9, results in potent inhibition of RNAPII transcription at a concentration of 300 nM (Chao and Price, 2001). FVP was also shown to inhibit HIV-1 replication at much lower concentrations in Sx22-1 and Jurkat cells (Chao et al., 2000). To directly compare the effects of inhibiting CDK9 activity in both cellular and HIV-1 transcription, as well as cell viability in a single cell type, we generated 293T cells stably expressing HA-dnCDK9, HA-CDK9, HA-cyclin T1, as well as control puromycin resistant cells. Stable cell clones were generated by lentiviral infection followed by puromycin selection as described in Fig 1
3.2 Transient expression of a HA-dnCDK9 inhibits HIV-1 replication in Jurkat and MAGI (CD4+/CCR5+ HeLa) cells with little effect on cellular RNA synthesis Jurkat and HeLa tumor cell lines have been previously utilized to assess the effects of CDK9 inhibition on HIV-1 transcription, replication and/or cellular transcription (Flores et al., 1999; Chao et al., 2000; Chao and Price, 2001; Chiu et al., 2004). However, the effects on cellular transcription and HIV-1 transcription/replication have not been compared side-by-side using the same cells. Also, both Jurkat and MAGI (Chackerian et al., 1997) cells exhibit receptors that allow infection with HIV-1 viruses carrying an HIV-1 envelope. Thus, these two cell lines were also used as a first step to establish assays for subsequent experiments using primary human PBLs. In the experiments that follow, cells were transduced with EGFP, EGFP/HA-dnCDK9 or EGFP/Flag-Hexim1 lentiviruses for 24 h (lentiviruses generated as described in Fig. 1A
Finally, the effects of ectopically expressing HA-dnCDK9 on cellular RNA synthesis were determined in MAGI cells. As in 293T cells, we observed no significant inhibition of RNA synthesis following expression of HA-dnCDK9 as compared to EGFP expression (Fig 3E 3.3 FVP inhibits mitogen-induced T cell activation in primary human PBLs CD4+ T cells are a primary target for HIV-1 infection and are central to the pathogenesis of this virus. As the expression of cyclin T1 and CDK9 is low in unstimulated PBLs and increases following mitogenic stimulation, we have suggested that the activity of these complexes might be important for the increased transcriptional needs associated with the process of T cell activation (Marshall et al., 2005). In contrast, in transformed T cells and other cell lines, cyclin T1 levels are comparable to those seen in activated PBLs. Hence, the importance of performing these experiments using PBLs. Thus, to begin examining the effects of inhibiting CDK9 activity during T cell activation we stimulated human PBLs purified from healthy donors with PMA (Phorbol 12-Myristate, 13-Acetate) and PHA (Phytohemagglutinin) as previously described (Garriga et al., 1998; Marshall et al., 2005) in the presence of the indicated concentrations of FVP and measured markers of T cell activation by flow cytometric and Western blot analyses. To allow comparison with transduced PBLs (see below), PBLs used in this experiment were transduced with control lentiviruses expressing EGFP 12 hrs prior to PMA/PHA stimulation. Nevertheless, we obtained similar results using untransduced PBLs (data not shown). Fig. 4A
3.4 Direct inhibition of CDK9 activity in PBLs by HA-dnCDK9 inhibits HIV-1 replication and appears compatible with T-cell activation Based on published work linking inhibition of CDK9 by FVP and inhibition of transcription (Chao and Price, 2001; Lam et al., 2001), the effects of FVP on multiple markers associated with T cell activation, transcription and cell viability as well as inhibition of DNA synthesis shown in Fig. 4
Collectively, these results show that CDK9 can be inhibited in primary human T cells in a manner that blocks HIV-1 replication without affecting T cell activation, proliferation and viability. In contrast, FVP affects the expression of markers of T cell activation and proliferation as well as DNA synthesis at the concentrations that exhibit an anti-HIV-1 activity comparable to that of HA-dnCDK9. These results imply that FVP has targets other than CDK9 that mediate its potent cellular effects. 4. Discussion The activity of the cyclin T1/CDK9 complex is essential for Tat dependent stimulation of HIV-1 transcription. Previous work performed using transformed cell lines suggested that CDK9 could be a potential novel therapeutic cellular target to inhibit HIV-1 replication (Mancebo et al., 1997; Flores et al., 1999; Chao et al., 2000; Chiu et al., 2004). However, these results should be interpreted with caution, as CDK9 has also been implicated in the control of cellular transcription both in vitro (Price, 2000) and in experiments using cells treated with FVP and DRB, which potently inhibit cellular transcription and CDK9 activity (Chao and Price, 2001; Lam et al., 2001). T cell activation involves a complex coordination of gene expression programs that lead to the expression of gene products required for T cell effector functions and cell proliferation. One of the most rapid steps during T cell activation is de novo expression of IL-2, which is accompanied and further enhanced by expression of the high affinity IL-2 receptor and allows for rapid expansion of specialized T cell populations (Gaffen and Liu, 2004). Given the potential requirement of CDK9 for general transcription, and the low levels of cyclin T1/CDK9 complexes in quiescent T cells, it is currently unknown whether inhibition of CDK9 activity in these cells is compatible with T cell activation and how this affects HIV-1 replication. Moreover, the direct effects of inhibiting CDK9 activity in primary cells are unknown. In this report we have investigated the effects of directly limiting CDK9 activity in a variety of cells including primary human lymphocytes. Moreover, we have compared the effect of direct inhibition of CDK9 with the effects of FVP on proliferation, viability, transcription/RNA synthesis and, more importantly, on T cell activation and HIV-1 replication. Our results show that limiting CDK9 activity in primary human PBLs potently inhibits HIV-1 replication without preventing T cell activation as determined by measuring a variety of T cell activation markers and DNA synthesis. Notably, IL-2 receptor alpha expression levels and p107 were not affected by direct inhibition of CDK9 activity using HA-dnCDK9. In contrast, the concentrations of FVP required to achieve a similar block in HIV-1 replication, inhibit T cell activation. Our results also suggest that FVP inhibits other RNAPII kinases in addition to CDK9 even at the low nanomolar range. The first suggestion that CDK9 could be a potential cellular, as opposed to viral, target for anti-HIV-1 therapy came from a in vitro transcriptional screen of a library of small molecules for inhibitors of Tat-dependent HIV-1 transcription (Mancebo et al., 1997). This screen identified various related compounds with the ability to inhibit Tat dependent transcription, which were found to be inhibitors of CDK9. Subsequent studies using a dominant negative mutant form of CDK9 demonstrated that HIV-1 replication is very sensitive to inhibition of CDK9 activity in transformed Jurkat cells without loss of cell viability or effects on transcription of a group of genes analyzed (Flores et al., 1999). Others found that the CDK inhibitor FVP is a very potent inhibitor of CDK9 activity in vitro (IC50 of ~3 nM; (Chao and Price, 2001), which is lower than the IC50 reported for cyclin D1/CDK4 (20 nM) and cyclin B/CDC2 (30 nM) (Sedlacek, 2001). Interestingly, at low concentrations, FVP was found to inhibit HIV-1 replication potently in transformed cells, without apparent effects on cellular transcription (Chao et al., 2000). However, we have found that FVP affects cellular function at concentrations which are effective at inhibiting HIV-1 replication in a variety of cell types. Specifically, at FVP concentrations of 100 nM we have observed inhibition of cellular RNA synthesis in transformed 293 and MAGI cells. At this concentration, FVP inhibits HIV-1 replication comparably or less potently than dnCDK9 or the CDK9 inhibitor Hexim1, but dnCDK9 does not inhibit RNA synthesis. The effects of FVP are even more dramatic in primary T cells whose activation following mitogenic stimulation is affected by FVP concentrations as low as 10-30 nM with different degrees of severity. The effects of FVP on T cell activation are consistent with the requirement of increased transcription to generate factors essential for T cell effector functions and proliferation. However, we were surprised to detect effects even at low concentrations of FVP, as tumor cell lines proliferate and are viable under these conditions. Given the requirement of IL-2 synthesis for optimal T-cell activation and increased expression of the high affinity IL-2 receptor in vitro (Reem and Yeh, 1984; Welte et al., 1984; Depper et al., 1985; Reem et al., 1985; Schorle et al., 1991), it is likely that transcriptionally regulated elements within these pathways are very sensitive to FVP treatment. In contrast, HA-dnCDK9 is as effective as 30-50 nM FVP in inhibiting HIV-1 replication in PBLs from multiple donors. But it does not prevent T cell activation as judged from the lack of perturbations in the expression of a variety of T cell activation and cell cycle markers as well as the absence of effects on DNA synthesis. Others have recently reported that siRNA directed to either CDK9 or cyclin T1 was effective in inhibiting HIV-1 replication in transformed HeLa cells without obvious effects on cell viability (Chiu et al., 2004). Our results in MAGI and 293 cells agree with these data. However, in this previous study siRNA mediated downregulation of cyclin T1/CDK9 complexes had little effect on the overall cellular CDK9-associated activity. It was suggested that the cell maintains CDK9 activity by reducing the pools of inactive cyclin T1/CDK9 complexes associated with 7sk snRNA by converting them to the active form, as the expression of the cyclin T1/CDK9 complex is knocked-down. It was also suggested that the dynamic equilibrium between active and inactive cyclin T1/CDK9 complexes allow cells to maintain a threshold of kinase activity, which might be essential for viability (Chiu et al., 2004). However, we clearly see inhibition of RNAPII CTD phosphorylation on Ser-2 following expression of dnCDK9 in a variety of cells, including MAGI cells, which are derived form HeLa cells, suggesting that under our experimental conditions cellular CDK9 activity is effectively downregulated. In MAGI cells, inhibition of HIV1 replication correlates with effective expression of dnCDK9 and inhibition of Ser-2 phosphorylation, with no effects on Ser-5 phosphorylation, as compared to EGFP transduced cells. This was accomplished at an MOI of 60. At lower MOIs the expression of the dnCDK9 is insufficient to affect Ser-2 phosphorylation and consequently no effects on HIV-1 replication were noted. Conversely, FVP inhibits phosphorylation of Ser-5, in addition to Ser-2 in MAGI cells (Fig. 3 It is also important to note that expression of dnCDK9 in PBLs does not prevent scheduled upregulation of endogenous CDK9 upon mitogenic stimulation, which together with a decrease in the expression of dnCDK9 that is consistently observed during T cell activation, results in an increase in the CDK9/dnCDK9 ratio. This may lead to delayed activation/upregulation of CDK9 activity at some point post-mitogenic stimulation. Although this is conceivable, inhibition of CDK9 in quiescent or stimulated cells (Fig. 5C Our results in human primary peripheral blood lymphocytes suggest that highly selective inhibition of CDK9 activity is a feasible strategy to inhibit HIV-1 replication and imply that small pharmacological compounds targeting CDK9 with enhanced selectivity could be developed into effective anti-HIV-1 therapeutic drugs. Acknowledgments We thank Qiang Zhou, Miguel Sena-Esteves and David Price for cDNA constructs and Jose-Ramon Suarez (Aventis) for providing flavopiridol. PNL4-3.Luc.R-E- plasmid was obtained through the NIH AIDS Research Reference Reagent Program (NIAID) from Dr. Nathaniel Landau. We thank Alison Kurimchak for technical assistance and Dr. Gunther Boden, May Truongcao and the Temple University General Clinical Research Center staff for assisting in the blood collection and Betty Moran and Norm Nagl for technical advice. Grant Support: R. M. was supported by an award from the Department of Defense, Breast cancer research Program (DAMD 17-02-1-0576). This work was supported in part by grants to X.G. including an NIH R01 (AI45450) and a Career Development Award (K02 AI01823) from the National Institute of Allergy and Infectious Diseases and a W. W. Smith grant (A9802/9901) and to A.Y.T. (R01 CA78499, National Cancer Institute). Facilities used for this work were supported in part by a Shared Resources for Cancer Research grant R24 (CA88261-01) and a General Clinical Research Grant NIH (M01 RR00349). Abbreviations Footnotes Publisher's Disclaimer: This is a PDF file of an unedited manuscript that has been accepted for publication. As a service to our customers we are providing this early version of the manuscript. The manuscript will undergo copyediting, typesetting, and review of the resulting proof before it is published in its final citable form. 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