Invasion and metastasis are the primary causes of breast cancer mortality, and increased knowledge about the molecular mechanisms involved in these processes is highly desirable. High levels of hyaluronan in breast tumors have been correlated with poor patient survival. The involvement of hyaluronan in the early invasive phase of a clone of breast cancer cell line MDA-MB-231 that forms bone metastases was studied using an in vivo-like basement membrane model. The metastatic to bone tumor cells exhibited a 7-fold higher hyaluronan-synthesizing capacity compared with MDA-MB-231 cells predominately due to an increased expression of hyaluronan synthase 2 (HAS2). We found that knockdown of HAS2 completely suppressed the invasive capability of these cells by the induction of tissue metalloproteinase inhibitor 1 (TIMP-1) and dephosphorylation of focal adhesion kinase. HAS2 knockdown-mediated inhibition of basement membrane remodeling was rescued by HAS2 overexpression, transfection with TIMP-1 siRNA, or addition of TIMP-1-blocking antibodies. Moreover, knockdown of HAS2 suppressed the EGF-mediated induction of the focal adhesion kinase/PI3K/Akt signaling pathway. Thus, this study provides new insights into a possible mechanism whereby HAS2 enhances breast cancer invasion.A hallmark of the malignant phenotype is acquisition of an invasive phenotype that allows cancer cells to degrade the basement membrane before they enter the circulation via blood or lymphatic vessels. The basement membrane is a specialized form of the extracellular matrix that underlies epithelial cells and surrounds blood vessels (1). Turnover of the basement membrane and extracellular matrix is regulated by the balance between metalloproteinases (MMPs) 2 and their naturally occurring tissue inhibitors of MMP (TIMPs). Up-regulation of MMPs or lack of TIMPs has been reported to be involved in cancer cell invasion (1-3). However, the relationship between MMPs and TIMPs is complex because both of them can be overexpressed in malignancies and be associated with tumorigenesis (4, 5). The MMP family of proteolytic enzymes consists of ÏŸ20 secreted or membrane-anchored enzymes. MMP2, MMP7, and MMP9 are secreted as latent precursor forms (pro-MMP2, pro-MMP7, and pro-MMP9) that are activated at the cell surface and cleave collagen type IV, which is the principal structural constituent of the basement membrane. Membrane type 1 (MT1) MMP catalyzes the activation of pro-MMP2, which in turn activates pro-MMP9, propagating basement membrane proteolysis (1, 2, 6, 7). MMPs can localize transiently to the plasma membrane and become activated through their interactions with adhesion molecules, such as CD44 (8 -10).Accumulating evidence has demonstrated that CD44 and its ligand hyaluronan, a core component of the extracellular matrix, contribute to the invasive behavior and progression of multiple cancers. CD44 exists in various isoforms, the standard form (CD44s) and the variant forms (CD44v1-10), all of which can bind hyaluronan (11-14). Increased hyaluronan synthesis...