Preclinical animal models have largely ignored the immune-suppressive mechanisms that are important in human cancers. The identification and use of such models should allow better predictions of successful human responses to immunotherapy. As a model for changes induced in nonmalignant cells by cancer, we examined T-cell function in the chronic lymphocytic leukemia (CLL) E -TCL1 transgenic mouse model. With development of leukemia, E -TCL1 transgenic mice developed functional T-cell defects and alteration of gene and protein expression closely resembling changes seen in CLL human patients. Furthermore, infusion of CLL cells into young E -TCL1 mice induced defects comparable to those seen in mice with developed leukemia, demonstrating a causal relationship between leukemia and the T-cell defects. Altered pathways involved genes regulating actin remodeling, and T cells exhibited dysfunctional immunological synapse formation and T-cell signaling, which was reversed by the immunomodulatory drug lenalidomide. These results further demonstrate the utility of this animal model of CLL and define a versatile model to investigate both the molecular mechanisms of cancer-induced immune suppression and immunotherapeutic repair strategies.C ancer cells induce changes in the tumor microenvironment.The mechanisms whereby this occurs are poorly understood, but include direct cancer cell-T cell interactions, production of immune-suppressive factors by cancer cells, and induction of regulatory T-cell subsets (1, 2). Understanding the elusive mechanisms of tumor-driven immune evasion will aid the refinement of existing cancer immunotherapy strategies and identify novel treatments. To date, preclinical animal models that closely model human cancer and, in particular, include examination of the immune-suppressive mechanisms used by cancer cells have been under-characterized. The identification and use of such models should allow better predictions of successful human responses to immunotherapy.Chronic lymphocytic leukemia (CLL) is an ideal model cancer to study immune T cells that have been exposed to circulating tumor B cells and is associated with immune dysfunction. CLL is the most common adult leukemia in North America and Europe and is currently incurable. Immunotherapeutic strategies are believed to represent a promising treatment modality for this disease if immune suppression can be controlled (3). Extensive research has been carried out using CLL human patient cells, including the characterization of altered gene and proteinexpression profiles (4) and suppressed functional responses in patient T cells compared to healthy-donor T cells (1, 5).We sought to determine whether development of leukemia in the well-established E -TCL1 transgenic murine model of CLL (6) would induce changes in nonmalignant T cells. To examine this, we examined changes in gene-expression profile, protein expression, and function in T cells from E -TCL1 transgenic mice as they developed CLL. We demonstrate that development of CLL in these transgenic mi...