Lycopene can be cleaved by carotene 9 0 ,10 0 -oxygenase at its 9 0 ,10 0 double bond to form apo-10 0 -lycopenoids, including apo-10 0 -lycopenal, -lycopenol and -lycopenoic acid. The latter has been recently shown to inhibit lung carcinogenesis both in vivo and in vitro, however, the mechanism(s) underlying this protection is not well defined. In the present study, we report that treatment with apo-10 0 -lycopenoic acid, in a time-and dose-dependent manner, results in the nuclear accumulation of transcription factor Nrf2 (nuclear factor E 2 -related factor 2) protein in BEAS-2B human bronchial epithelial cells. The activation of Nrf2 by apo-10 0 -lycopenoic acid is associated with the induction of phase II detoxifying/antioxidant enzymes including heme oxygenase-1, NAD(P)H:quinone oxidoreductase 1, glutathione S-transferases, and glutamate-cysteine ligases in BEAS-2B cells. Furthermore, apo-10 0 -lycopenoic acid treatment increased total intracellular glutathione levels and suppressed both endogenous reactive oxygen species generation and H 2 O 2 -induced oxidative damage in BEAS-2B cells. In addition, both apo-10 0 -lycopenol and apo-10 0 -lycopenal induced heme oxygenase-1 gene expression in BEAS-2B cells. These data strongly suggest that the anti-carcinogenic and antioxidant functions of lycopene may be mediated by apo-10 0 -lycopenoids via activating Nrf2 and inducing phase II detoxifying/ antioxidant enzymes. ' 2008 Wiley-Liss, Inc.Key words: lycopene; apo-10 0 -lycopenoic acid; phase II enzymes; Nrf2; GSH; oxidative damageThe chemopreventive effect of lycopene, a carotenoid rich in tomato and tomato-based products, against cancers has been suggested in many epidemiological and animal studies. [1][2][3][4][5][6] One of explanations for the protective effect of lycopene is its ability to induce phase II detoxifying/antioxidant enzymes found in both in vitro and in vivo studies. [7][8][9] The induction of phase II detoxifying/antioxidant enzymes, such as heme oxygenase-1 (HO-1), NAD(P)H:quinone oxidoreductase 1 (NQO1), glutathione S-transferases (GSTs), glutathione reductase (GSR), glutamate-cysteine ligase (catalytic subunit, GCLC; and modifier subunit, GCLM), microsomal epoxide hydrolase 1 (mEH) and UDP glucuronosyltransferase 1 family, polypeptide A6 (UGT1A6), results in the detoxification of carcinogens and the inactivation of reactive oxygen species (ROS), contributing to the protective effect of chemopreventive agents. 10 Many of these enzymes are primarily regulated by the nuclear factor-E2 related factor 2 (Nrf2), a transcription factor that binds to the antioxidant response element (ARE) in the 5 0 -flanking region of target genes. 10 Under normal conditions, the majority of the Nrf2 is sequestered in the cytoplasm by Kelch-like erythroid Cap'n'Collar homologue-associated protein 1 (Keap 1), while only residual nuclear Nrf2 binds to the ARE, driving basal activities. Exposure to certain chemopreventive agents leads to the dissociation of the Nrf2-Keap1 complex in the cytoplasm and the translocatio...