Continued optimization of the N-substituent in the piperidinone series provided potent piperidinone−pyridine inhibitors 6, 7, 14, and 15 with improved pharmacokinetic properties in rats. Reducing structure complexity of the N-alkyl substituent led to the discovery of 23, a potent and simplified inhibitor of MDM2. Compound 23 exhibits excellent pharmacokinetic properties and substantial in vivo antitumor activity in the SJSA-1 osteosarcoma xenograft mouse model. KEYWORDS: MDM2, p53, protein−protein interaction, piperidinone, pyridine P rotein p53 has been recognized as the "guardian of the genome" and is a main cell tumor suppressor. 1 It induces the cell growth arrest and apoptosis in response to DNA damage or stress. 2,3 In about 50% of human cancers, p53 is mutated or deleted resulting in loss of it functions. The wildtype p53 in the remaining 50% of malignancies is regulated by human murine double minute 2 (MDM2) oncoprotein 4,5 through three main mechanisms. First, MDM2 directly binds to and blocks the N-terminal transcriptional activation domain of p53. Second, MDM2 promotes export of p53 from the nucleus to the cytoplasm. Finally, MDM2 induces degradation of p53 via ubiquitination through its E3 ligase activity. 6 Since these mechanisms can be blocked by neutralizing the MDM2−p53 interaction, disrupting this interaction has emerged as a promising strategy to reactivate the p53 pathway. 7 To date, studies with small molecule MDM2 inhibitors have demonstrated complete tumor regression in vivo. 8−10 Several of these molecules have been tested in the clinic for the treatment of cancer. 11−14 We previously reported the discovery of AM-8553 (1) 15 (Figure 1) as a potent and selective inhibitor of the MDM2− p53 interaction. Compound 1 substantially inhibited the MDM2−p53 interaction in the biochemical HTRF binding assay (IC 50 = 1.1 nM) and the growth of human SJSA-1 tumor cell lines in the EdU cell proliferation assay (IC 50 = 0.073 μM); 16 however, it suffered a high clearance (CL = 3.5 L/h/kg) and poor bioavailability (%F = 12) in mouse. The high potency of 1 can be rationalized by the cocrystal structure of 1 bound to MDM2. 15 Compound 1 occupies the three critical binding pockets of Leu26 (p53) , Trp23 (p53) , and Phe19 (p53) . The C5 aryl group reaches deep into the Leu26 (p53 ) pocket and engages in a face-to-face π-stacking interaction with H96, while the C6 aryl group fills the Trp23 (p53) binding cavity. The ethyl group is directed into the Phe19 (p53) pocket by the conformational