Oncolytic herpes simplex virus (HSV) is currently in phase III clinical trials for development as a novel therapeutic agent against a broad range of human tumors. Although results have been promising, clinical outcome is likely to be compromised by intrinsic and acquired resistance to HSV replication, leading us to test agents that may overcome this obstacle. We found that, despite showing no effect on HSV replication in tumor cells fully permissive to the virus growth, the mTOR inhibitor rapamycin markedly increased the yield and dissemination of oncolytic HSVs in semipermissive tumor cells. Similar results were obtained in tumor-bearing mice. Co-administration of rapamycin with an HSV-derived oncolytic virus either blocked or reversed the growth of tumor xenografts established from semipermissive human tumor cells, while use of either agent alone produced only transient inhibitory effect. Together, our results suggest that rapamycin could be used to potentiate the activity of oncolytic HSVs against difficult-to-treat human tumors or perhaps to prevent the emergence of resistant tumor cells during virotherapy.Virotherapy has shown substantial promise as a new treatment modality for a broad range of human tumors. 1,2 The antitumor activity of an oncolytic virus derives mainly from its ability to replicate after it infects a tumor cell, with subsequent spread of the progeny virus to the nearby tumor cells. The resultant extent of tumor destruction often exceeds that achieved with many other types of cancer biotherapeutic agents. 3 Consequently, the ability of an oncolytic virus to replicate robustly in tumor cells is a key factor in securing a favorable outcome from virotherapy. 4 Herpes simplex virus (HSV) has a broad cell tropism, and oncolytic viruses derived from parental HSV strains can lyse tumor cells of many different tissue origins. 5 Nonetheless, tumor cells that are resistant to HSV oncolysis are encountered from time to time and pose significant barriers to therapeutic outcomes. Several strategies have been proposed to overcome the resistance of tumor cells to HSV. It has been reported, for example, that serial passage of an oncolytic HSV (a c34.5-deleted mutant) in resistant glioma cells can select for viral progeny that replicate more efficiently in the tumor cells and then show an enhanced antitumor effect against these resistant gliomas in vivo. 6 In our own studies, we showed that, although cyclophosphamide did not improve oncolytic HSV replication in the resistant Lewis lung carcinoma cells, its in vivo administration still enhanced the antitumor effect of the virotherapy. 7 Two groups have recently reported that rapamycin, an inhibitor of the mTOR (mammalian target of rapamycin) pathway, can increase the permissiveness of some resistant tumor cells to oncolytic myxoma virus or vesicular stomatitis virus (VSV). Stanford et al., for example, used rapamycin to pretreat human tumor cell lines that normally restrict myxoma virus replication and observed a striking increase in viral tropism and sprea...