In this study, we investigated the effects of exosomal microRNAs (miRNAs) from adipose-derived stem cells (ADSCs) on the differentiation of rabbit corneal keratocytes. Keratocytes grown in 10% FBS differentiated into myofibroblasts by increasing HIPK2 kinase levels and activity. HIPK2 enhanced p53 and Smad3 pathways in FBS-induced keratocytes. Keratocytes grown in 10% FBS also showed increased levels of profibrotic proteins, including collagen III, MMP9, fibronectin, and α-SMA. These effects were reversed by knocking down HIPK2. Moreover, ADSCs and exosomes derived from ADSCs (ADSCs-Exo) suppressed FBSinduced differentiation of keratocytes into myofibroblasts by inhibiting HIPK2. Quantitative RT-PCR analysis showed that ADSCs-Exos were significantly enriched in miRNA-19a as compared to ADSCs. Targetscan and dual luciferase reporter assays confirmed that the HIPK2 3'UTR is a direct binding target of miR-19a. Keratocytes treated with 10% FBS and ADSCs-Exo-miR-19a-agomir or ADSCs-Exo-NC-antagomir showed significantly lower levels of HIPK2, phospho-Smad3, phospho-p53, collagen III, MMP9, fibronectin and α-SMA than those treated with 10% FBS plus ADSCs-Exo-NC-agomir or ADSCs-Exo-miR-19a-antagomir. Thus, exosomal miR-19a derived from the ADSCs suppresses FBS-induced differentiation of rabbit corneal keratocytes into myofibroblasts by inhibiting HIPK2 expression. This suggests their potential use in the treatment of corneal fibrosis. www.aging-us.com 4094 AGING differentiation of keratocytes into myofibroblasts in response to injury and restore corneal stroma. Adipose-derived stem cells (ADSCs) are a type of adult stem cells isolated easily from the human adipose tissues with an ability to self-renew and differentiate into endothelium, bone, muscle, fat, and cartilage tissue types [9, 10]. Moreover, ADSCs can be in situ differentiated into functional keratocytes, and are safe and non-immunogenic [11]. Arnalich-Montiel et al demonstrated that ADSCs are a potential source of stem cell therapy for damaged corneas [2]. Cao et al demonstrated in vitro differentiation of ADSCs into myocytes, and low rate of myogenesis when ADSCs were injected into gastrocnemius muscle of mdx mice [12]. ADSCs repair tissue damage by secreting paracrine factors and exosomes [12, 13]. The exosomes are extracellular vesicles of approximately 40-100 nm in size that are generated by several cells and tissues [14, 15]. Exosomes derived from ADSCs (ADSCs-Exo) evade the immune rejection responses of the host and accelerate wound healing by inducing the migration of fibroblasts [16, 17]. Our previous study found that ADSCs restore corneal stroma and remodel the ECM by secreting exosomes [18]. Hu et al showed that ADSCs-Exo promotes cutaneous wound healing by inhibiting collagen expression and reducing scar formation [19]. Transmembrane proteins such as CD9, CD63, and CD81 are highly enriched on the exosomal membranes [20]. ADCSs-Exo act as key mediators of intercellular communication and deliver proteins, lipids, miRNAs, and mRNAs to the recipient cell...