It was previously reported that human immunodeficiency virus type 1 (HIV-1) spreads in CD4 lymphocytes through cell-to-cell transmission. Here we report that HIV-1-infected macrophages, but not lymphocytes, transmit HIV-1 products to CD4-negative cells of either epithelial, neuronal, or endothelial origin in the absence of overt HIV-1 infection. This phenomenon was detectable as early as 1 h after the start of cocultivation and depended on cell-to-cell contact but not on the release of viral particles from donor cells. Transfer of HIV-1 products occurred upon their polarization and colocalization within zones of cell-to-cell contact similar to virological synapses. Neither HIV-1 Env nor Nef expression was required but, interestingly, we found that an HIV-1-dependent increase in matrix metalloproteinase 9 production from donor cells significantly contributed to the cell-to-cell transmission of the viral products. The macrophage-driven transfer of HIV-1 products to diverse CD4-negative cell types may have a significant role in AIDS pathogenesis.It is widely documented that viruses can spread through mechanisms alternative to receptor-mediated cell internalization. These include transcytosis (31), transinfection (57), and cell-to-cell infection. This latter way of infection has been documented for human herpesviruses (13), human cytomegalovirus (17), measles virus (22), and human hepatitis C virus (58). The human T-lymphotropic virus type 1 retrovirus was found to propagate exclusively through the formation of zones of tight cell-to-cell adhesion (virological synapses) very similar to the contact between antigen-presenting cells and lymphocytes (immunological synapses) (32). Human immunodeficiency virus type 1 (HIV-1) was found to propagate very efficiently by cell-to-cell transmission (33, 48, 53) through a mechanism requiring expression of HIV Env receptors in donor cells and of CD4 and CXCR4 or CCR5 cell receptors in target cells, although coreceptor-independent HIV-1 transfer to peripheral blood mononuclear cells was also described (5).HIV infection can lead either to cell death, mostly in activated CD4 lymphocytes, or to persistent infection in cells controlling HIV gene expression and/or resisting its cytopathic effects, as is the case with macrophages (55). These cells play a critical role in AIDS pathogenesis, both as viral reservoirs during highly active anti-retroviral therapy (36) and by affecting the pattern of released soluble factors involved in both innate and adaptive immunity. In addition, the nature of macrophages as migratory blood cells strongly favors their interaction with cells of different types, e.g., epithelial, stromal, or endothelial cells. This is also the case with the central nervous system counterpart of macrophagic cells, i.e., microglia cells (41).Macrophages are good producers of matrix metalloproteinases (MMPs), i.e., zinc-dependent extracellular proteases that function at a neutral pH to cleave a wide variety of substrates (61). These include basement membrane and extracellular ...