The metabolism, pharmacokinetics and excretion of a hypoxically activating prodrug developed for the treatment of cancer, TH-302, were studied in rats following intravenous administration of 50 mg/kg [(14)C]-TH-302. The pharmacokinetics of TH-302 was characterized by a short half-life of 12.3 min, a high clearance of 2.29 L/h/kg and a volume of distribution of 0.627 L/kg. In intact and bile duct-cannulated rats, TH-302 was extensively metabolized with total recovery in excreta of 68.1% and 85.8%, respectively, with equal amounts excreted through urine and bile. Quantitative whole body autoradiography showed rapid distribution of [(14)C]-TH-302 associated radioactivity with the highest concentrations in the kidney and small intestinal content, suggesting significant biliary excretion and/or gut secretion. TH-302 was metabolized via (i) hydrolysis to form 2-bromoethyl amine RM3 (7.5%); (ii) monoglutathione conjugation and subsequently to the mercapturic acid RM13 (7.5%); and (iii) diglutathione conjugation followed by hydrolysis to form the dicysteine conjugate RM5 (6.5%). A large percentage (19.7%) of the dose in the excreta was associated with unidentified polar metabolites RM1 and RM2. TH-302 was the predominant circulating component in plasma and the two major metabolites in plasma were the cysteine conjugate RM8 and mercapturic acid RM13.