We demonstrate here a new concept termed "oncogene tolerance" whereby human EGF receptor 2 (HER2) increases sphingosine kinase 1 (SK1) expression in estrogen receptor-positive (ER ؉ ) MCF-7 HER2 cells and SK1, in turn, limits HER2 expression in a negative-feedback manner. The HER2-dependent increase in SK1 expression also limits p21-activated protein kinase 1 (p65 PAK1) and extracellular signal regulated kinase 1/2 (ERK-1/2) signaling. Sphingosine 1-phosphate signaling via S1P 3 is also altered in MCF-7 HER2 cells. In this regard, S1P binding to S1P 3 induces a migratory phenotype via an SK1-dependent mechanism in ER ؉ MCF-7 Neo cells, which lack HER2. This involves the S1P stimulated accumulation of phosphorylated ERK-1/2 and actin into membrane ruffles/lamellipodia and migration. In contrast, S1P failed to promote redistribution of phosphorylated ERK-1/2 and actin into membrane ruffles/lamellipodia or migration of MCF-7 HER2 cells. However, a migratory phenotype in these cells could be induced in response to S1P when SK1 expression had been knocked down with a specific siRNA or when recombinant PAK1 was ectopically overexpressed. Thus, the HER2-dependent increase in SK1 expression functions to desensitize the S1P-induced formation of a migratory phenotype. This is correlated with improved prognosis in patients who have a low HER1-3/SK1 expression ratio in their ER ؉ breast cancer tumors compared to patients that have a high HER1-3/SK1 expression ratio."Oncogene addiction" is a term that has been used to describe the reliance of cancer cells on the continued expression of oncogenes in order to maintain the diseased phenotype, progression, and metastasis of the cancer cell (39). Oncogene addiction is intrinsically susceptible to cross talk and feedback regulation that reflects abnormal signaling wiring in the cancer cell and which potentially makes these cells more susceptible to drug intervention at the level of the oncogene than normal cells. HER2 is a well-established oncogene that has an important role in enhancing breast cancer progression (2). The importance of its functional role as an addictive oncogene is exemplified by the fact that targeting HER2 with antibody mediated therapies, such as herceptin, demonstrates significant clinical efficacy (40). Indeed, this approach is in line with the concept that oncogene addiction is the "Achilles heel" of the cancer cell.There are four members of the human epidermal growth factor (EGF) receptor-related family, termed HER1 to HER4. The HER2/neu (c-erbB-2) gene encodes a 185-kDa transmembrane receptor tyrosine kinase, which is similar in amino acid sequence to other members of the EGF receptor family (30). Moreover, the overexpression of HER2/neu and gene amplification is found in up to 30% of primary breast cancers, and its expression is correlated with increased tumor invasion, poor prognosis, and therapeutic resistance (2). Overexpression of HER2 is also associated with downregulation of the estrogen receptor (ER) but not necessarily the complete elimination of...