The functional role of INSL3 and its receptor RXFP2 in carcinogenesis is largely unknown. We have previously demonstrated (pro-)cathepsin-L as a target of INSL3 in human thyroid cancer cells facilitating penetration of tumor cells through elastin matrices. We demonstrate the expression of RXFP2 in human thyroid tissues and in mouse follicular thyroid epithelial cells using Cre-recombinase transgene driven by Rxfp2 promoter. Recombinant and secreted INSL3 increased the motility of thyroid carcinoma (TC) cells in an autocrine/paracrine manner. This effect required the presence of RXFP2. We identified S100A4 as a novel INSL3 target molecule and showed that S100A4 facilitated INSL3-induced enhanced motility. Stable transfectants of the human follicular TC cell line FTC-133 expressing and secreting bioactive human INSL3 displayed enhanced anchorageindependent growth in soft agar assays. Xenotransplant experiments in nude mice showed that INSL3, but not EGFP-mock transfectants, developed fast-growing and highly vascularized xenografts. We used human umbilical vein endothelial cells in capillary tube formation assays to demonstrate increased 2-dimensional tube formations induced by recombinant human INSL3 and human S100A4 comparable to the effect of vascular endothelial growth factor used as positive control. We conclude that INSL3 is a powerful and multifunctional promoter of tumor growth and angiogenesis in human thyroid cancer cell xenografts. INSL3 actions involve RXFP2 activation and the secretion of S100A4 and (pro-)cathepsin-L.Comprising 1% of all malignancies, thyroid cancer is the most common carcinoma of endocrine glands and displays the highest increase in incidence of all malignancies in the United States over the time interval 1975-2000 (http://seer. cancer.gov/csr/1975_2004/; www.cancer.ca). 1 There are 4 types of thyroid carcinoma (TC) that comprise >98% of all thyroid malignancies: papillary (PTC), follicular (FTC), anaplastic, undifferentiated (UTC) and medullary TC (MTC). We showed previously that the insulin-like peptide hormone, insulin-like peptide 3 (INSL3) and a novel INSL3 splice form are present in human hyperplastic thyroid adenoma and thyroid cancer. 2 INSL3 is a member of the relaxin family and signals through the type C leucine-rich repeat G proteincoupled receptor RXFP2, also named GREAT and LGR8. [3][4][5][6][7] Activation of RXFP2 causes an increase in cAMP levels and, via the actions of the small G-proteins Ga s and Ga oB , activates and negatively modulates adenylate cyclase activity, respectively, which affects cAMP-response element transcriptional activity. [8][9][10] Deletion of the gene for INSL3 or the INSL3 receptor causes impaired transabdominal testis descent and cryptorchidism in rodents and boys. [11][12][13][14] Both INSL3 and the homologous peptide relaxin are found in tumor tissues but little information is currently available on the functional role of both the INSL3-RXFP2 and the relaxin-RXFP1 system in cancer cells. 15 In prostate cancer, increasing evidence from cell an...