Selenium-containing thioredoxin reductase (TrxR) is an important target of cancer therapy. Many useful anticancer agents including bis-alkylating agents, cisplatin, and arsenic trioxide are known to interact with the selenocysteine dipeptide in the carboxy terminal region of thioredoxin reductase and inactivate its ability to reduce thioredoxin. Some investigators have postulated that the inactivation of TrxR may add to the cytotoxic potential of these anticancer agents. TH-302 is a newly developed antineoplastic drug which represents a potential new class of tumor selective hypoxia-activated prodrugs (HAPs). TH-302 is an inactive prodrug created by the covalent conjugation of 2-nitroimidazole as an oxygen sensor to bromo-isophosphoramide (Br-IPM). In the presence of severe hypoxia and near anoxia, the two imidazole sensor moiety undergoes reduction and the Br-IPM is released in situ. Bromo-IPM is a more potential analog of Chloro-IPM, the active alkylating moiety that is derived by activation of ifosfamide (IFO). We previously demonstrated that IFO could inhibit tumor TrxR activity and chloro-IPM is known to bind covalently to the seleno-cysteine dipeptide in thioredoxin reductase. The present study assessed the ability of TH-302 to activate in the tumors of mice-bearing hepatoma 22 (H22) and inactivate the tumor TrxR. In mice-bearing hepatoma 22 (H22) solid tumors, intraperitoneal (i.p.) injection with TH-302 at the dose of 200 mg/kg administered twice, a regimen which was well tolerated by the mice, significantly inhibited tumor growth. Also in this mice model, i.p. TH-302 at the dose of 300 mg/kg, which would be the maximum single i.p. administration dose tolerated by mice, and which induced only 2% body weight loss, significantly inhibited both TrxR and glutathione reductase (GR) activities by 46% (P < 0.001) and 60% (P < 0.001) as compared with the controls, respectively, at 3 h after the injection. Since TrxR is a key player in thioredoxin system and GR is the major reductase for the reduction of oxidized glutathione in glutathione system, the present results imply the anticancer effect of TH-302 is associated concurrently with modulation of TrxR and GR. These findings suggest that the anticancer activity of TH-302 in this model system may associate with both DNA alkylation and the modulation of TrxR and GR. In addition, they suggest that, by inhibition of these two critical reductases, with less glutathione available to intercept the reactive intermediates involved in DNA alkylation, the antitumor effects of the chemotherapy would be enhanced.