Matrix metalloproteinase-13 (MMP13) is a Zn2؉ -dependent protease that catalyzes the cleavage of type II collagen, the main structural protein in articular cartilage. Excess MMP13 activity causes cartilage degradation in osteoarthritis, making this protease an attractive therapeutic target. However, clinically tested MMP inhibitors have been associated with a painful, joint-stiffening musculoskeletal side effect that may be due to their lack of selectivity. In our efforts to develop a disease-modifying osteoarthritis drug, we have discovered MMP13 inhibitors that differ greatly from previous MMP inhibitors; they do not bind to the catalytic zinc ion, they are noncompetitive with respect to substrate binding, and they show extreme selectivity for inhibiting MMP13. By structurebased drug design, we generated an orally active MMP13 inhibitor that effectively reduces cartilage damage in vivo and does not induce joint fibroplasias in a rat model of musculoskeletal syndrome side effects. Thus, highly selective inhibition of MMP13 in patients may overcome the major safety and efficacy challenges that have limited previously tested non-selective MMP inhibitors. MMP13 inhibitors such as the ones described here will help further define the role of this protease in arthritis and other diseases and may soon lead to drugs that safely halt cartilage damage in patients.The National Institutes of Health has estimated that more than 20 million adults in the United States suffer from osteoarthritis (OA), 3 a debilitating disease in which the protective cushion of cartilage is destroyed, resulting in pain and reduced mobility. A critical step in OA pathology is breakdown of the main structural protein of articular cartilage, type II collagen. This triple helical protein is resistant to most proteases but is efficiently recognized and degraded by the Zn 2ϩ -dependent enzyme, collagenase-3, known as matrix metalloproteinase-13 (MMP13) (1-3). MMP13 catalyzes the hydrolysis of type II collagen at a unique site resulting in 3 ⁄4-and 1 ⁄4-length polypeptide products (2-6). MMP13 is not found in normal adult tissues but is expressed in the joints and articular cartilage of OA patients (4 -8). In addition, regulated expression of human MMP13 in hyaline and joint cartilages induces OA in genetically modified mice (9). Furthermore, a MMP inhibitor that preferentially inhibits MMP13 has been shown to block the degradation of explanted human osteoarthritic cartilage (5). Based on these findings, it is likely that MMP13 is the direct cause of irreversible cartilage damage in OA.The clinical development of drugs that inhibit the actions of MMPs has been plagued by the association of a painful, joint-stiffening tendonitis-like side effect, termed "musculoskeletal syndrome" (MSS), with these inhibitors (10, 11). Such joint side effects are not unique to humans. Rats dosed with non-selective MMP inhibitors (i.e. compounds that inhibit several or all MMPs) also display MSS-like side effects such as soft tissue fibroplasias, inflammation, and pain (...