AMD3465 is a novel, nonpeptide CXCR4 antagonist and a potent inhibitor of HIV cell entry in that one of the four-nitrogen cyclam rings of the symmetrical, prototype bicyclam antagonist AMD3100 has been replaced by a two-nitrogen N-pyridinylmethylene moiety. This substitution induced an 8-fold higher affinity as determined against 125 The CXCR4 receptor is a broadly expressed chemokine receptor, which in contrast to chemokine receptors in general, is found not only on cells within the immune system, but also, for example, in the central nervous system and gastrointestinal system (1, 2). The CXCR4 receptor is activated by a single chemokine, CXCL12 (previously called stromal-derived factor-1) in contrast to the promiscuous binding of several chemokines by other chemokine receptors. CXCR4 is involved in the migration and homing of leukocytes, and importantly it plays a central role for the anchorage of CD34ϩ stem cells in bone marrow. Yet, in contrast to most other 7TM 2 receptors, targeted deletion of either the gene for CXCR4 or for CXCL12 leads to embryologic lethality (3-5) and thereby emphasize the importance of proper CXCR4 function. In addition, CXCR4 is expressed on many different types of cancer cells where it functions as a survival factor in addition to directing cancer cell migration, for example, metastasis to the bone marrow, where its ligand CXCL12 is produced in large quantities (6).The CXCR4 receptor acts as the main co-receptor for cell entry by so-called CXCR4 using (X4) strains of HIV (human immunodeficiency virus). The prototype non-peptide antagonist for CXCR4, AMD3100, was discovered as an anti-HIV agent long before the action through CXCR4 was described (7). AMD3100 is composed of two 1,4,8,11-tetraazacyclotetradecane (cyclam) moieties connected by a conformationally constraining heteroaromatic phenylenebismethylene linker (Fig. 1). AMD3100 is highly specific for CXCR4 and inhibits the binding and function of CXCL12 and the HIV cell entry with high affinity and potency (8,9) through an interaction with three acidic residues, Asp 171 (AspIV:20), Asp 262 (AspVI:23), and Glu 288 (GluVII:06) located in the main ligand binding pocket of CXCR4 (10 -12) (Fig. 1). Based on the knowledge of the strong preference of the cyclam moiety for interactions with carboxylic acid groups (21) and on molecular modeling, we have previously suggested that one cyclam ring of AMD3100 interacts with Asp 171 in TM-IV, whereas the other ring is sandwiched between the carboxylic acid groups of Asp 262 and Glu 288 from TM-VI and -VII, respectively (11). Importantly, we were able to successfully transfer the essential components of this rather simple tridentate binding mode of the prototype CXCR4 non-peptide antagonist AMD3100 into the otherwise rather distinct CXCR3 receptor (11). Despite the fact that * This work was supported by grants from the Danish Medical Research Council, the Novo-Nordisk Foundation, the Astrid Thaysen Foundation, and the European Community's Sixth Framework Program (LSHB-CT-2005-518167). The c...