15 Conjugative transfer of the integrative and conjugative element ICEclc in Pseudomonas 16 requires development of a transfer competence state in stationary phase, which arises only 17 in 3-5% of individual cells. The mechanisms controlling this bistable switch between non-18 active and transfer competent cells have long remained enigmatic. Using a variety of 19 genetic tools and epistasis experiments in P. putida, we uncovered an 'upstream' cascade 20 of three consecutive transcription factor-nodes, which controls transfer competence 21 initiation. Initiation activates a feedback loop, which stochastic modeling and 22 experimental data demonstrated acts as a scalable converter of unimodal input to bistable 23 output. The feedback loop further enables prolonged production of a transcription factor 24 that ensures 'downstream' transfer competence formation in activated cells. Phylogenetic 25 analyses showed that the ICEclc regulatory factors are widespread among Gammaand 26 Beta-proteobacteria, highlighting its evolutionary conservation and prime importance to 27 control the behaviour of this wide family of conjugative elements. 28 Keywords 29 bistability, regulation, ICEclc, stochastic modeling, adaptation, feedback control, Pseudomonas 30 putida, horizontal gene transfer 31 32 Introduction 33 34Biological bistability refers to the existence of two mutually exclusive stable states within a 35 population of genetically identical individuals, leading to two distinct phenotypes or 36 developmental programs 1 . The basis for bistability lies in a stochastic regulatory decision 37 resulting in cells following one of two possible specific genetic programs that determine their 38 phenotypic differentiation 2 . Bistability has been considered as a bet-hedging strategy leading 39to an increased fitness of the genotype by ensuring survival of one of both phenotypes 40 depending on environmental conditions 3 . A number of bistable differentiation programs is well 41 known in microbiology, notably competence formation and sporulation in Bacillus subtilis 4,5 , 42 colicin production and persistence in Escherichia coli 6 , virulence development of 43 Acinetobacter baumannii 7 , or the lysogenic/lytic switch of phage lambda 8,9 . 44 The dual lifestyle of the Pseudomonas integrative and conjugative element (ICE) ICEclc has 45 also been described as a bistable phenotype (Fig. 1A) 10 . In the majority of cells ICEclc is 46 maintained in the integrated state, but a small proportion of cells (3-5%) in stationary phase 47 activates the ICE transfer competence program 10,11 . Upon resuming growth, transfer competent 48 (tc) donor cells excise and replicate the ICE 12 , which can conjugate to a recipient cell, where 49 the ICE can integrate 11 . ICEclc transfer competence comprises a differentiated stable state, 50 because initiated tc cells do not transform back to the ICE-quiescent state. Although tc cells 51 divide a few times, their division is compromised by the ICE and eventually arrests 52 completely 13,14 . 53ICEs have ...