Nutlin-3 is a selective inhibitor of the p53-Mdm2 interaction, and inhibits growth in most tumor cells with wild-type p53. However, it only induces apoptosis in subsets of tumor cells. We report that the apoptotic response induced by Nutlin-3 correlates with its antitumor effects in xenograft models in athymic mice. We have investigated signals that sensitize cells to undergo apoptosis induced by Nutlin-3. We demonstrate that adenovirus E1A increases Nutlin-3-induced apoptosis through pRb inhibition in mouse embryonic fibroblast cells in a p53-dependent manner. Consistent with this, pRb depletion by siRNA transfection with Nutlin-3 synergistically increases apoptosis in HCT116 human colon cancer cells, which are insensitive to induction of apoptosis by Nutlin-3 alone. As pRb is a key negative regulator of E2F, we asked whether E2F transcriptional activity determines the apoptotic response of cancer cells to Nutlin-3. We demonstrate that transcriptional activity of E2F correlates with the apoptotic response to Nutlin-3 in various tumor cells and depletion of E2F-1 suppresses Nutlin-3-induced apoptosis in cells possessing high transcriptional activity of E2F, including retinoblastoma cells harboring mutated Rb with wild-type p53. Furthermore, we report that expression of the p53 homologue p73, a target of E2F-1, is markedly increased by Nutlin-3 in Rb-mutated tumor cells harboring wild-type p53. Depletion of p73 by siRNA transfection suppresses Nutlin-3-induced apoptosis in these cells. Taken together, our results demonstrate that E2F-1 transcriptional activity is a critical determinant of Mdm2 antagonist-induced apoptosis and p73 is important for E2F-1-mediated apoptosis induced by Nutlin-3, especially in tumor cells with mutated Rb. Furthermore, our results suggest that tumor cells, including Rb mutated cells, which harbor wild-type p53 and high E2F transcriptional activity, could be a good target for Mdm2 antagonist therapy.