Cysteine cathepsins, an important group of lysosomal proteolytic enzymes [1,2], have been implicated in a number of steps in tumor progression, including processes of cell transformation and differentiation, motility, adhesion, invasion, angiogenesis and metastasis [3,4]. In particular, high activity of cathepsin B has been identified as an important tumor promoting factor capable of degrading proteins of the basement membrane and extracellular matrix (ECM) and enhancing progression of malignant disease. It has been demonstrated that, besides the extracellular cathepsin B, its intracellular fraction is involved in degrading the ECM, which is internalized by tumor cells and exposed to lysosomes [5,6].We and others have demonstrated that inhibitors that are able to enter cells, and thus inactivate lysosomal cathepsin B, effectively reduce ECM degradation and consequently cell invasiveness [6]. However, the uptake by aggressive tumor cells of cathepsin B inhibitors, either small molecules, protein inhibitors or neutralizing monoclonal antibodies, is a rather slow process with very limited final efficacy. A strategy to speed up the uptake and to target the inhibitors to the lysosomes would be most desirable. Cathepsin B, however, possesses several functions with respect to physiological processes of normal cells, such as intracellular protein catabolism, pro-hormone processing and regulation of cytotoxic immunity [7][8][9] Breast cancer cells exhibit excessive proteolysis, which is responsible for extensive extracellular matrix degradation, invasion and metastasis. Besides other proteases, lysosomal cysteine protease cathepsin B has been implicated in these processes and the impairment of its intracellular activity was suggested to reduce harmful proteolysis and hence diminish progression of breast tumors. Here, we present an effective system composed of poly(d,llactide-coglycolide) nanoparticles, a specific anti-cytokeratin monoclonal IgG and cystatin, a potent protease inhibitor, that can neutralize the excessive intracellular proteolytic activity as well as invasive potential of breast tumor cells. The delivery system distinguishes between breast and other cells due to the monoclonal antibody specifically recognizing cytokeratines on the membrane of breast tumor cells. Bound nanoparticles are rapidly internalized by means of endocytosis releasing the inhibitor cargo within the lysosomes. This enables intracellular cathepsin B proteolytic activity to be inhibited, reducing the invasive and metastatic potential of tumor cells without affecting proteolytic functions in normal cells and processes. This approach may be applied for treatment of breast and other tumors in which intracellular proteolytic activity is a part of the process of malignant progression.Abbreviations ECM, extracellular matrix; EDC, 1-ethyl-3-(3-dimethylaminopopyl)carbodiimide hydrocloride; FITC, fluorescein isothiocyanate; PLGA, poly(D,L-lactide-coglycolide); TAA, tumor-associated antigen.