IntroductionPericellular proteolysis of cell surface molecules, extracellular factors, and ECM is intrinsically linked to cell function and fate (1, 2). Regulation of these multiple proteolytic processes is primarily achieved through coordinated interactions between proteinase, their biologic inhibitors, and the substrates. Tissue inhibitors of metalloproteinases (TIMP-1 to TIMP-4) are emerging as essential regulatory molecules, given their direct inhibitory function against two metzincin families of zinc-dependent proteinases involved in pericellular proteolysis; namely, the MMPs (matrix metalloproteinases) and the ADAMs (a disintegrin and metalloprotease) (3, 4). Although considerable literature supports the involvement of TIMPs in inhibiting cell migration, invasion, angiogenesis, and metastasis, the direct influence of TIMPs on cell fate remains little explored.Although the four TIMP proteins share similar secondary and tertiary structures and in general are able to inhibit all MMPs albeit with varying degrees of affinity, TIMP-3 stands out as a unique member. For instance, unlike the other TIMPs, which after secretion become freely diffusible within the cellular microenvironment, TIMP-3 becomes tightly bound to the ECM (5-7). In addition, inherited mutations in Timp-3 lead to Sorsby fundus dystrophy, a degenerative eye disease (8). Further, Timp-3 silencing through promoter methylation is often found in cancer specimens (9, 10), whereas other TIMPs often show tumorigenic upregulation (3). TIMP-3 exhibits direct inhibitory activity against several ADAMs that are not inhibited by other TIMPs, including TNF-α convertase (TACE, ADAM-17) (11, 12), ADAM-12S (13), aggrecanase-1 (ADAM-TS4), and aggrecanase-2 (ADAM-TS5) (14). Likely through inhibition of ADAM-mediated ectodomain shedding, TIMP-3 also inhibits cell shedding of L-selectin (15) syndecans-1 and -4 (16), IL-6 receptor (17), c-MET (18), and cleavage of IGF binding proteins-3 and -5 (13). Finally, several reports have found that high levels of TIMP-3 are proapoptotic in both normal and cancer cell lines (19)(20)(21)(22)(23)(24), and that the pro-death domain resides in its N-terminal domain (25). Using mammary gland involution as a model for physiological apoptosis and recently generated TIMP-3-deficient mice The proapoptotic proteinase inhibitor TIMP-3 is the only molecule of this family thought to influence cell death. We examined epithelial apoptosis in TIMP-3-deficient mice during mammary gland involution. Lactation was not affected by the absence of TIMP-3, but glandular function, as measured by gland-to-body weight ratio and production of β-casein, was suppressed earlier during postlactational involution than in controls. Histological examination revealed accelerated lumen collapse, alveolar-epithelial loss, and adipose reconstitution in Timp-3 -/-females. Epithelial apoptosis peaked on the first day of involution in Timp-3-null glands but at day 3 in wild-type littermates. Unscheduled activation of gelatinase-A was evident by zymography and correlat...