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Adipose tissue (AT) is used extensively in reconstructive and regenerative therapies, but transplanted fat often undergoes cell death, leading to inflammation, calcification, and requirement for further revision surgery. Previously, we have found that mesenchymal progenitor cells within human AT can proliferate in three-dimensional culture under proangiogenic conditions. These cells (primed ADipose progenitor cells, PADS) robustly differentiate into adipocytes in vitro(ad-PADS). The goal of this study is to determine whether ad-PADS can form structured AT in vivo, with potential for use in surgical applications. Grafts formed from ad-PADS were compared to grafts formed from AT obtained by liposuction after implantation into nude mice. Graft volume was measured by microcomputed tomography scanning, and the functionality of cells within the graft was assessed by quantifying circulating human adiponectin. The degree of graft vascularization by donor or host vessels and the content of human or mouse adipocytes within the graft were measured using species-specific endothelial and adipocyte-specific quantitative real time polymerase chain reaction probes, and histochemistry with mouse and human-specific lectins. Our results show that ad-PADS grafted subcutaneously into nude mice induce robust vascularization from the host, continue to increase in volume over time, express the human adipocyte marker PLIN1at levels comparable to human AT, and secrete increasing amounts of human adiponectin into the mouse circulation. In contrast, grafts composed of AT fragments obtained by liposuction become less vascularized, develop regions of calcification and decreased content of PLIN1, and secrete lower amounts of adiponectin per unit volume. Enrichment of liposuction tissue with ad-PADS improves vascularization, indicating that ad-PADS may be proangiogenic. Mechanistically, ad-PADS express an extracellular matrix gene signature that includes elements previously associated with small vessel development (COL4A1). Thus, through the formation of a proangiogenic environment, ad-PADS can form functional AT with capacity for long-term survival, and can potentially be used to improve outcomes in reconstructive and regenerative medicine.Impact StatementThis research describes the use of human mesenchymal progenitor cells for generating functional adipose tissue in vivoin a nude mouse model. Further preclinical development of the methods and insights described in this article can lead to therapeutic use of these cells in regenerative and reconstructive medicine.