Raloxifene (RAL) significantly reduced the incidence of breast cancer in women at high risk of developing the disease. Unlike tamoxifen (TAM), an increased incidence of endometrial cancer was not observed in women treated with RAL. However, RAL, having two hydroxyl moieties, can be conjugated rapidly through phase II metabolism and excreted, making it difficult to achieve adequate bioavailability by oral administration in humans. As a result, higher doses must be administered to obtain an efficacy equivalent to that achieved with TAM. To improve oral bioavailability and antitumor potential, RAL diphosphate was prepared as a prodrug. RAL diphosphate showed several orders of magnitude lower binding potential to both ERa and ERb and weak antiproliferative potency on cultured human MCF-7 and ZR-75-1 breast cancer cells, as compared to RAL. However, RAL diphosphate has a much higher bioavailability than RAL, endowing it with higher antitumor potential than RAL against both 7,12-dimethylbenz(a)anthracene-induced mammary carcinoma in rats and human MCF-7 breast cancer implanted in athymic nude mice. The RAL prodrug may provide greater clinical benefit for breast cancer therapy and prevention. ' 2008 Wiley-Liss, Inc.Key words: raloxifene; prodrug; breast cancer; antitumor Tamoxifen (TAM) is widely used as a first-line endocrine therapy for early-stage breast cancer patients with positive estrogen receptors (ERs) 1 and as a prophylactic agent for women at high risk of developing this disease. 2 However, besides the significant benefit, long-term administration of TAM has serious adverse effects, including causing endometrial cancer in women. [2][3][4][5] The carcinogenic effect is thought to involve initiation and/or promotion due to the DNA damage induced by TAM and its metabolites as well as its estrogenic action (reviewed in Refs. 6 and 7). Therefore, a safer alternative is required to diminish the side-effects and to increase clinical efficacy.Raloxifene (RAL) is used for treating osteoporosis. Recent clinical trials showed that RAL significantly reduced the incidence of breast cancer in women at high risk of developing the disease. 8 Unlike TAM, an increased incidence of endometrial cancer was not observed in women treated with RAL 9,10 although the drug retains a weak proliferative effect on the uterus in postmenopausal women. 11 The Food and Drug Administration (FDA) has just approved RAL for reducing the risk of invasive breast cancer in postmenopausal women with osteoporosis and in postmenopausal women at high risk for invasive breast cancer. 12 However, since RAL has 2 hydroxyl moieties, the hydroxylated compound can be conjugated rapidly through phase II metabolism 13,14 and excreted. This makes it difficult to achieve adequate bioavailability by oral administration in humans. 15 As a result, higher doses must be administered to obtain an efficacy equivalent to that achieved with TAM. 16 TAT-59 was designed earlier as a phosphate ester antiestrogen prodrug and has shown improved oral bioavailability. 17 If a ...