The initial nucleophilic substitution step of biapenem hydrolysis catalyzed by a subclass B2 metallo--lactamase (CphA from Aeromonas hydrophila) is investigated using hybrid quantum mechanical/molecular mechanical methods and density functional theory. We focused on a recently proposed catalytic mechanism that involves a non-metal-binding water nucleophile in the active site of the monozinc CphA. Both theoretical models identified a single transition state featuring nearly concomitant nucleophilic addition and elimination steps, and the activation free energy from the potential of mean force calculations was estimated to be ϳ14 kcal/ mol. The theoretical results also identified the general base for activating the water nucleophile to be the metal-binding Asp-120 rather than His-118, as suggested earlier. The protonation of Asp-120 leads to cleavage of the O ␦2 -Zn coordination bond, whereas the negatively charged nitrogen leaving group resulting from the ring opening replaces Asp-120 as the fourth ligand of the sole zinc ion. The electrophilic catalysis by the metal ion provides sufficient stabilization for the leaving group to avoid a tetrahedral intermediate. The theoretical studies provided detailed insights into the catalytic strategy of this unique metallo--lactamase.The excessive use and abuse of -lactam antibiotics have accelerated the spread of drug-resistant bacterial strains. The unprecedented level of antibiotic resistance threatens to destroy their efficacy in treating infectious diseases, posing a grand challenge to public health (1). The primary defense strategy adopted by bacteria is to deactivate the antibiotics by hydrolytic cleavage of the -lactam ring, catalyzed by -lactamases (2). These enzymes can be divided into four classes (3). Enzymes in classes A, C, and D utilize an active site serine in the covalent catalysis of the -lactam hydrolysis, whereas class B consists of metalloenzymes with one or two zinc cofactors. Although the catalytic mechanism of the serine-based enzymes is relatively well established (2), our understanding of class B -lactamases is less developed (4).Metallo--lactamases often have very broad substrate spectra (5) stemming apparently from the metal-dependent catalytic mechanism. Despite much effort, no clinically effective inhibitor has been found. On the other hand, increasing evidence in recent years has pointed to rapid proliferation of these metalloenzymes in pathogenic microorganisms (6). Hence, these enzymes represent a potentially more potent threat to the existing arsenal of -lactam antibiotics than other classes of -lactamases (5, 6).Class B -lactamases can be further separated into three subclasses. Despite considerable sequence diversity (4), their catalytic scaffolds are relatively conserved. All class B -lactamases have two potential metal binding sites (7-11). Protein ligands in the so-called Zn1 site include three His residues in the B1 and B3 subclasses, but a His residue is replaced by Asn in B2 subclass -lactamases. The Zn2 site has an Asp...