Gossypol, a cottonseed extract derivative, acts as a BH3-mimetic, binding to the BH3 pocket of antiapoptotic proteins and displacing pro-death partners to induce apoptosis. However, knowledge on the molecular underpinnings of its downstream effects is limited. Since chronic lymphocytic leukemia (CLL) cells express high levels of antiapoptotic proteins that act as a survival mechanism for these replicationally quiescent lymphocytes, we investigated whether gossypol induces apoptosis in these cells and what mechanism underlies gossypol-mediated cytotoxicity. Gossypol induced cell death in a concentration-and time-dependent manner; 24-hour incubation with 30 M gossypol resulted in 50% cell death (median; range, 10%-80%; n ؍ 47) that was not abrogated by pan-specific caspase inhibitor. Starting at 4 hours, the mitochondrial outer membrane was significantly permeabilized (median, 77%; range, 54%-93%; n ؍ 15). Mitochondrial outer membrane permeabiliztaion (MOMP) was concurrent with increased production of reactive oxygen species (ROS); however, antioxidants did not abrogate gossypolinduced cell death. Mitochondrial membrane permeabilization was also associated with loss of intracellular adenosine triphosphate (ATP), activation of BAX, and release of cytochrome c and apoptosisinducing factor (AIF), which was translocated to the nucleus. Blocking AIF translocation resulted in a decreased apoptosis, suggesting that AIF contributes to gossypol-mediated cytotoxicity in CLL lymphocytes. (Blood. 2008;112:1971-1980 Introduction Gossypol, a natural product derived from cottonseed extracts, was originally extensively investigated in China as a male contraceptive agent. 1 It exhibits a type of enantiomerism that arises from restricted rotation: the (Ϫ)-gossypol isomer showed greater cytotoxicity than the (ϩ)-isomer in several human cancer cell lines. 2 To reduce toxicity, structural modifications in the (Ϫ)-gossypol isomer led to the analog apogossypol, which lacks the reactive aldehydic groups and displays proapoptotic activity comparable with that of gossypol 3 ; another derivative, gossypolone, demonstrates lower cytotoxicity than the parent compound. 4 The success of these agents resulted in the development of additional analogs, such as the l-isomer of gossypol, AT-101, 5 and ABT-737, which was designed on the basis of structure activity-based studies. 6,7 The gossypol isomers and analogs exhibited inhibitory activity against a wide range of human carcinoma cell lines and in tumor xenograft models. [8][9][10][11] However, these and other investigations illustrated different actions of this agent, and knowledge on the molecular underpinnings of its biologic effects is still limited.Early studies in HeLa cells demonstrated that the cytotoxicity of gossypol was based on its inhibitory activity on DNA synthesis through DNA polymerases alpha and beta 12 or on topoisomerases. 13 Gossypol's effect on DNA synthesis, leading to S-phase arrest, was specific: no effects on RNA and protein syntheses were observed. 14 In concordance...