The growth factor heregulin (HRG), a ligand of ErbB3 and ErbB4 receptors, contributes to breast cancer development and the promotion of metastatic disease, and its expression in breast tumors has been associated with poor clinical outcome and resistance to therapy. In this study, we found that breast cancer cells exposed to sustained HRG treatment show markedly enhanced Rac1 activation and migratory activity in response to the CXCR4 ligand SDF-1/CXCL12, effects mediated by P-Rex1, a Rac-guanine nucleotide exchange factor (GEF) aberrantly expressed in breast cancer. Notably, HRG treatment upregulates surface expression levels of CXCR4, a G protein-coupled receptor (GPCR) implicated in breast cancer metastasis and an indicator of poor prognosis in breast cancer patients. A detailed mechanistic analysis revealed that CXCR4 upregulation and sensitization of the Rac response/motility by HRG are mediated by the transcription factor hypoxia-inducible factor 1␣ (HIF-1␣) via ErbB3 and independently of ErbB4. HRG caused prominent induction in the nuclear expression of HIF-1␣, which transcriptionally activates the CXCR4 gene via binding to a responsive element located in positions ؊1376 to ؊1372 in the CXCR4 promoter, as revealed by mutagenesis analysis and chromatin immunoprecipitation (ChIP). Our results uncovered a novel function for ErbB3 in enhancing breast cancer cell motility and sensitization of the P-Rex1/Rac1 pathway through HIF-1␣-mediated transcriptional induction of CXCR4. E rbB receptors are known to play key roles in cell proliferation, survival, and motility and have been widely implicated in the initiation and progression of cancer. Members of this family of transmembrane tyrosine kinases include epidermal growth factor receptors (EGFR) (ErbB1/HER1), ErbB2/HER2, ErbB3/HER3, and ErbB4/HER4. Ligands with distinctive affinities for ErbB receptors promote their homo-and heterodimerization, leading to stimulation of intrinsic tyrosine kinase activity; recruitment of adaptors and effectors to autophosphorylated tyrosine sites; and activation of key signaling cascades, namely, the phosphatidylinositol-3 kinase (PI3K)/Akt, extracellular signal regulated kinase (ERK), and protein kinase C (PKC) pathways (1-4). Dysregulation of the ErbB signaling pathway is a common alteration in human cancer, and it occurs largely as a consequence of gain-offunction mutations (e.g., EGFR); gene amplification (e.g., ErbB2); and/or overexpression of ErbB ligands, such as EGF and transforming growth factor alpha (TGF␣) (EGFR ligands) and heregulin-1/neuregulin-1 (HRG) (ErbB3/ErbB4 ligand) (5-10).ErbB3 has been shown to be crucially important in breast cancer progression. This receptor is catalytically inactive, and hence, its signaling capacity depends entirely on dimerization with other catalytically competent ErbB partners. ErbB2, the only orphan member of the ErbB receptor family, is the preferred dimerization partner for ErbB3, and the ErbB2/ErbB3 heterodimer, which signals preferentially through PI3K, is regarded as a major oncog...