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Notes: Abstract Purpose: The overall purpose of this study was to determine the potential efficacy of epoxide-containing piperazines as a new class of anti-cancer agents. Two representative compounds, specifically NCO-700, a 4-trimethoxyphenyl-substituted epoxide-piperazine, and TOP-008, a 4-phenylpropenyl-substituted epoxide-piperazine were tested in cytotoxic assays with human breast and prostate cancer cell lines. A second objective was to determine if these two compounds had anti-cancer activity in vivo when tested against xenograft tumors in nude mice or human tumors grown under the kidney capsule in mice. A final objective of this study was to establish if NCO-700 and TOP-008 achieved cancer cell killing through an apoptotic mechanism. Methods: The anti-proliferative activity of NCO-700 and TOP-008 were tested in a 7 day cell-survival assay utilizing a number of well characterized breast (HS-578T, T47D, MCF-7) and prostate (DU-145, PC-3, LNCaP) cancer cell lines. In vivo studies with the two compounds were performed, in nude mice bearing DU-145 xenograft tumors, and in normal mice in which DU-145 prostate cancer cells and HS-578T breast cancer cells were grown as solid tumors in the subrenal capsules of the animals. Apoptotic cell death of cancer cells was determined by a number of established techniques that detect apoptosis, including the confocal laser microscopy of treated cells and mitochondrial leakage assays utilizing the cationic dye, JC-1. Finally, the activation of the caspase cascade, enzymes that carry out apoptosis in mammalian cells, was examined in treated cells by immunoblot assays. Results: NCO-700 and TOP-008 displayed cytotoxicity to HS-578T human breast cancer cells, with ED50 values in the 3–6 μM range. Cytotoxicity to androgen receptor-negative human prostate cancer cells (PC-3 and DU-145 cells) occurred with ED50 values in the 5–20 μM range. Cytotoxicity to hormone receptor-positive breast and prostate cancer cell lines occurred at 10 to 20-fold higher concentrations of the two compounds. When human prostate (DU-145) or breast cancer (HS-578T) cells were grown as solid tumors in the subrenal capsules of mice, significant anti-tumor activity of NCO-700 was observed at 20 mg/kg and 50 mg/kg body weight respectively, for prostate and breast tumors. In nude mice bearing DU-145 prostate tumor xenografts, 50 mg/kg doses of the two compounds either stopped (TOP-008) tumor growth or slowed (NCO-700) growth. The mechanism of cytotoxicity was shown to be through apoptosis, (a) by confocal microscopy studies revealing nuclear fragmentation, (b) by mitochondrial studies revealing disruption of the mitochondrial membrane and release of the cationic dye, JC-1, into the cytoplasm and (c) by protein immunoblot assays indicating that over a 6 h period, TOP-008 induced a significant accumulation of the pro-apoptotic protein, bak, in the mitochondrial fraction of HS-578T human breast cancer cells, accompanied by activation, at 2.5 h, of caspase-3. Conclusions: These studies indicated that the epoxide-containing piperazines, as exemplified by NCO-700 and TOP-008, were effective anti-cancer agents when tested in vitro and in vivo against human breast and prostate tumors. Our studies also indicated that TOP-008 induced the initiation of the caspase cascade leading to apoptosis. Previous toxicology studies in rodents and dogs, as well as a Phase I study in humans, showed NCO-700 to be a well-tolerated, non-toxic compound. Taken together with our current findings, these results suggest that this class of compounds has the potential to be relatively safe, new chemotherapeutic agents for refractory breast and prostate cancers.