The development of small-molecule MDM2 inhibitors to restore dysfunctional p53 activities represents a novel approach for cancer treatment. In a previous communication, the efforts leading to the identification of a non-imidazoline MDM2 inhibitor, RG7388, was disclosed and revealed the desirable in vitro and in vivo pharmacological properties that this class of pyrrolidinebased inhibitors possesses. Given this richness and the critical need for a wide variety of chemical structures to ensure success in the clinic, research was expanded to evaluate additional derivatives. Here we report two new potent, selective, and orally active p53-MDM2 antagonists, RO5353 and RO2468, as follow-ups with promising potential for clinical development.KEYWORDS: MDM2, p53, wild-type, small molecule, apoptosis, cancer T umor suppressor p53 is a potent transcription factor that is activated in response to cellular stress and regulates downstream genes controlling cell cycle arrest and apoptosis. 1−4 Dysfunction of the p53 pathway is the most frequent alteration observed in human cancers. 5 MDM2 is the primary negative regulator of p53 through binding to its transactivation domain and promoting proteosomal degradation. 6−8 In tumor cells with wild-type p53 (∼50%), reactivation of the p53 pathway by inhibition of MDM2 with small molecules has been considered as potentially an attractive novel therapeutic approach for cancer treatment. 9,10 Currently, several smallmolecule MDM2 inhibitors including RG7112 and RG7388 (Figure 1) are undergoing clinical evaluations. 11−14 To maximize the chance of success in the clinic and derisk any potential idiopathic toxicity associated with specific chemotypes, continued research efforts are required to expand chemodiversity and identify potent and selective MDM2 antagonists with desirable in vitro ADMET and in vivo pharmacokinetic properties. Here we report the discovery of RO5353 and RO2468, two new highly potent and selective MDM2 inhibitors with potential for clinical development.Our exploration initially led to the identification of a potent and selective MDM2 inhibitor RO8994 (Figure 1), which was found to be highly efficacious against established human tumor xenografts in nude mouse models. 15 Two key structural elements of RG7388 were preserved in RO8994. First, it was established that the stereochemical configuration of the pyrrolidine core structure in which the two aryl rings ("A" and "B") adopt a "Trans" orientation was very important for optimal binding to MDM2. 14 The architecture of spiroindolinone-3,3′-pyrrolidine series (as exemplified by MI-219) was first reported by Ding et al. 16−18 Consistent with our findings, this group recently published their latest findings in which the original stereochemistry was found to be unstable and