The matrix metalloproteinases (MMPs) 3 catalyze the turnover of components of the extracellular matrix and have important roles in tissue remodeling, wound healing, embryo implantation, cell migration, and shedding of cell surface proteins (1, 2). MMP-1 is a well characterized collagenase that catalyzes the turnover of collagen fibrils in the matrix, whereas MMP-3 (stromelysin 1) cleaves multiple extracellular matrix components and functions in tissue remodeling and other processes (2). Collagenolysis is a key feature of biological processes including development, morphogenesis, and wound repair yet unregulated collagen breakdown contributes to important diseases including cancer, arthritis, emphysema, and fibrosis (1). An understanding of the molecular basis of the regulation of MMP activities is crucial for understanding MMP-associated diseases and developing therapies for them. The tissue inhibitors of metalloproteinases (TIMP-1 to Ϫ4) are a family of four endogenous MMP inhibitors that can form high affinity 1:1 complexes with most MMPs. TIMP-3 also inhibits some members of the distantly related disintegrin metalloproteinase (ADAM) and disintegrin metalloproteinase with thrombospondin type 1 motif (ADAMTS) families (2). A loss of balance between the TIMPs and their target proteases is linked to diseases such as cancer and arthritis (2, 3).TIMPs are slow, tight-binding inhibitors of the MMPs with K i values typically in the sub-to low nanomolar range (3). Mammalian TIMPs have two domains, a larger (ϳ125 residue) N-terminal domain that can be expressed separately and carries the MMP inhibitory activity (2, 3) and a smaller C-terminal domain that is absent from the TIMPs of some invertebrates (3). In the crystal structures of the MMP-3⅐TIMP-1, MMP-1⅐N-TIMP-1, MT1-MMP⅐TIMP-2, and MMP-13⅐TIMP-2 complexes (4 -7), most of the MMP interaction surface is located within the N-domains of the TIMPs; as shown in Fig. 1, the N-terminal region (residues 1-5) inserts into the active site of the MMP, whereas the ␣-amino group together with the carbonyl oxygen of Cys 1 coordinate the catalytic zinc (4 -7). Modification of the ␣-amino group by addition of an alanine (8, 9), carbamylation (10), or acetylation (11) radically reduces the inhibitory activities of TIMPs for MMPs. In the all inhibitory TIMP⅐MMP complexes, the side chain of residue 2 of the TIMP (Ser or Thr in vertebrate TIMPs) sits over the mouth of the key S 1 Ј subsite of the MMP active site (4 -7), and substitution by glycine results in large loss of affinity for most MMPs (9, 12). However, both the Ala extension and Thr 2 to Gly mutation in N-TIMP-3 have little effect on the inhibition of ADAM-17, 13). The inhibitory domain of TIMP has an OB-fold structure, a 5-stranded -barrel structure with two small helices. Other regions in TIMPs that contact MMPs include the connector between the C and D  strands and the loops connecting the A to B, and E to F strands (4 -7). In * This work was supported, in whole or in part, by National Institutes of Health Grants R01 AR...