Focal adhesion kinase (FAK) is an essential kinase that regulates developmental processes and functions in the pathology of human disease. An intramolecular autoinhibitory interaction between the FERM and catalytic domains is a major mechanism of regulation. Based upon structural studies, a fluorescence resonance energy transfer (FRET)-based FAK biosensor that discriminates between autoinhibited and active conformations of the kinase was developed. This biosensor was used to probe FAK conformational change in live cells and the mechanism of regulation. The biosensor demonstrates directly that FAK undergoes conformational change in vivo in response to activating stimuli. A conserved FERM domain basic patch is required for this conformational change and for interaction with a novel ligand for FAK, acidic phospholipids. Binding to phosphatidylinositol 4,5-bisphosphate (PIP2)-containing phospholipid vesicles activated and induced conformational change in FAK in vitro, and alteration of PIP2 levels in vivo changed the level of activation of the conformational biosensor. These findings provide direct evidence of conformational regulation of FAK in living cells and novel insight into the mechanism regulating FAK conformation.Focal adhesion kinase (FAK) is an essential non-receptor tyrosine kinase, since FAK-null mice exhibit embryonic lethality (21). In endothelial cells, FAK is required for the proper development of the vasculature (5, 51), and in neurons FAK regulates netrin-mediated axon outgrowth and dendrite formation (41,45). In addition to these roles in development, FAK is also implicated in the pathology of disease. FAK expression is required in cardiomyocytes to promote hypertrophy and fibrosis in response to cardiac stress and potentially plays a role in the development of heart disease (18, 42). Overexpression of FAK is observed in many types of cancer (22), and experiments using animal models have implicated FAK in tumor formation and metastasis in a number of neoplasms, including cancer of the brain, breast, and skin (38,39,58).Despite the importance of FAK in controlling multiple developmental and pathological events, the molecular mechanism of regulation remains incompletely elucidated. Like many kinases posttranslation modification, particularly phosphorylation, is a major regulatory mechanism. Tyrosine 397 is the major site of autophosphorylation, and mutation of this site abrogates the biological activity of FAK (47). This site primarily serves a scaffolding function, providing a docking site for a number of proteins containing SH2 domains, including Src and phosphatidylinositol 3-kinase (47). The interaction with FAK occupies both the SH2 and SH3 domains of Src preventing intramolecular inhibitory interactions resulting in stabilization of Src in its active conformation (54). Complex formation also serves to direct Src to its substrates, which include FAK itself. Activated Src phosphorylates FAK on multiple sites, including two tyrosine residues in the activation loop, Y576 and Y577, which function ...