Human Reproduction vol.13 no.10 pp.2797–2804, 1998 Human sperm function in co-culture with human, macaque or bovine oviduct epithelial cell monolayers J.E.Ellington1,5, A.E.Jones1, C.M.Davitt2, C.S.Schneider3, R.S.Brisbois4, G.A.Hiss4 and R.W.Wright Jr3 1Washington State University, Health Research and Education Center, Spokane, WA 99201-3899, 2Electron Microscopy Center and 3Department of Animal Sciences, Washington State University, Pullman, WA 99164 and 4Northwest OB/GYN, P.S., 105 W. Eighth #6020, Spokane, WA 99204 USA 5To whom correspondence should be addressed Human sperm function was compared in co-culture with monolayers of oviduct epithelial cells (OEC) from three species, human, macaque and bovine. For all species, freeze–thawed and passaged OEC from females in the periovulatory phase were used. OEC cultured on an extracellular matrix (Matrigel) formed a monolayer which supported human sperm attachment to OEC from all three species. Spermatozoa in co-culture with OEC from all three species showed prolonged survival and improved motility characteristics over those cultured in medium alone. This paper describes an efficient, repeatable co-culture system for human spermatozoa which supports sperm attachment to OEC and subsequently improves sperm function over that seen in control medium cultures. Because the improved sperm function in co-culture did not differ significantly between human and bovine OEC for those attributes studied, it is proposed that bovine OEC could be used as an alternative to human OEC in certain human sperm coculture studies. Follicular phase bovine OEC from reproductively normal donors are far more accessible than their human counterparts, thus making this co-culture system more widely available for the study of human spermatozoa– female tract interactions. Key words: Fallopian or uterine tube/sperm function/sperm– oviduct co-culture Introduction The mammalian Fallopian tube or oviduct is thought to play an important role in post-ejaculatory, pre-fertilization sperm function (Hunter, 1995; Tulsiani et al., 1997). During the past decade, significant gains in our understanding of sperm storage and oviductal interactions for animal species have been achieved. Similar studies on human tubal physiology have been much more difficult to complete due to ethical and logistical constraints. However, recently acquired data suggest that specific interactions between human spermatozoa and the oviductal environment are important in early human © European Society for Human Reproduction and Embryology reproduction (Pacey et al., 1995a; Baillie et al., 1997; Murray and Smith, 1997). Specifically, studies with human spermatozoa have shown a beneficial effect on sperm function of exposure to oviduct epithelial cells (OEC) or their secretory products in vitro, including prolonged survival time, increased motility and velocity, delay of capacitation, stabilization of chromatin structure and improved fertilization rates (Zhu et al., 1994; Pacey et al., 1995a; Lai et al., 1996; Akhondi et al., 1997; Kervancioglu et al., 1997; Murray and Smith, 1997; Ellington et al., 1998). In addition to improving sperm function, in-vivo studies in women also suggest that the oviductal environment may be important in the formation of a pre-fertilization sperm reservoir (Mansour et al., 1993; Williams et al., 1993; Kunz et al., 1996). Specifically, during the late follicular phase, sperm sequestration in the oviduct appears to be directed to the tube ipsilateral to ovulation, apparently to optimize the presence of viable spermatozoa for participation in fertilization. Taken together, the above studies suggest that sperm storage and survival in the oviduct before fertilization involves a dynamic interaction between spermatozoa and the oviductal environment to optimize reproductive outcomes. However, such interactions remain poorly understood, particularly in humans (Hunter, 1995). Studies of spermatozoa–oviduct interaction in other species have benefited from the use of in-vitro co-culture to evaluate the physiology of sperm function during exposure to OEC (Ellington et al., 1993a; Dobrinski et al., 1996; Suarez et al., 1997). Notwithstanding recent progress (Pacey et al., 1995a; Baillie et al., 1997; Murray and Smith, 1997), this system has been difficult to adapt for human tissues in large part due to the difficulty in obtaining physiologically normal Fallopian tube tissue. Specifically, alterations of the tubal epithelium and its secretory products occur during physiological pre- and postmenopausal ageing and after many types of reproductive pathology (Schultka et al., 1993; Adachi et al., 1995). Although gross disruption of the tube is common in women with histories of infertility (Speroff et al., 1994), many other significant changes may not be obvious on gross examination, such as changes in the extracellular matrix of the OEC or loss of cell surface receptors which occur as women age (Schultka et al., 1993; Adachi et al., 1995). In spite of such potential tubal changes, human tubal specimens made available by surgery are often obtained from older women, or from those with endocrine or reproductive tract pathology, and therefore may not be physiologically representative for use in studying ‘normal’ spermatozoa–OEC interactions. In addition, the endocrine status of a woman’s cycle significantly affects aspects of OEC physiology such as ciliary and secretory activity (Donnez et al., 1985; Jansen, 1995). As in other species, 2797 J.E.Ellington et al. changes in the secretory products and epithelial surface of the woman’s oviduct occur during the oestrogenic influence of the late follicular phase. Therefore, donors of OEC to be used in co-culture studies should also be selected based on their endocrine status to ensure that oestrogen-specific cellular aspects of the OEC are present. Unlike other species studied, the use of OEC monolayers to study human spermatozoa–OEC interactions has been unrewarding, as human spermatozoa do not readily attach to human OEC in routinely cultured monolayers (Bongso et al., 1993; Pacey et al., 1995a,b; Baillie et al., 1997). This attachment, which appears to be a conserved trait across all mammalian species studied to date (Hunter, 1995), has been reported for human spermatozoa incubated with fresh OEC explants (Pacey et al., 1995a; Baillie et al., 1997). However, the use of fresh tissue explants for co-culture studies limits the usefulness of this system. An ideal human sperm co-culture system would utilize pools of banked, cryopreserved OEC cultured in monolayers which could be used across all replicates of an experiment, given that a significant individual female effect in OEC quality exists (Ellington et al., 1993b). In contrast to the difficulty in accessing human OEC from reproductively normal donors, oviducts from young, pathologyfree cows in the follicular phase of their cycle can easily and readily be accessed in large numbers from slaughterhouse material (Ellington et al., 1990). It is not currently well understood if the beneficial effects of OEC seen on human sperm function require homologous species OEC. The current study was performed to identify a co-culture system for human spermatozoa using monolayers of cryopreserved and passaged OEC, and to determine if OEC from a more accessible species other than human could be utilized in this system. Materials and methods Oviduct epithelial cell recovery Human OEC were recovered as surgical specimens from eight women undergoing surgical interventions including sterilization reversal, hysterectomy due to endometriosis, dysmenorrhoea or focal carcinoma (not involving the oviducts). Specimens were obtained from women in the mid to late follicular phase as determined visually at the time of surgery. Macaque (monkey) OEC were recovered from six females within a 24 h periovulatory time period, as determined by overt signs of oestrus. Bovine OEC were collected from ten slaughterhouse animals in the late follicular phase, as determined visually. For all three species, only samples with grossly normal epithelium, no signs of active uterine or oviductal infection, and vigorously active OEC cilia (shown microscopically) were included. To isolate OEC for co-culture, the presumptive isthmic portion of the oviduct from each species was isolated and rinsed in phosphatebuffered saline (PBS) containing 10% fetal calf serum (FCS) and 2% antibiotic/antimycotic premix. A sterile 25-gauge needle was then introduced into one end of the tube and held in place. Several millilitres of PBS (as above) were then slowly rinsed through the tube into a Petri dish, while gently massaging the tube to loosen OEC. Large clumps of retrieved OEC were then dissected apart by tearing between two needles. The recovered OEC were washed twice by centrifugation in 15 ml of PBS medium. OEC were then resuspended in a base culture medium of 50:50 Dulbecco’s minimal essential medium (DMEM):Ham’s F12 containing 5 µg/ml insulin, 2798 5 µg/ml transferrin, 5 ng/ml selenium, 10 ng/ml epidermal growth factor (EGF), 1% antibiotic/antimycotic premix and either 15% FCS (for human and macaque OEC) or 10% FCS (for bovine OEC). Suspensions of OEC from each species were then placed into 2 cm2 tissue culture wells in small volumes (175 µl medium per well) in order to optimize OEC contact with the well (for attachment) in spite of their ciliary activity. Plates were left undisturbed for 24 h in an incubator with 5% CO2 and 95% humidity, after which an additional 200 µl medium was added to each well. At this time, samples with poor OEC ciliary activity were discarded (e.g. insufficient ciliary activity to move unattached OEC clumps in the culture wells). After 48 h of culture, all unattached OEC and medium were gently removed from each well and 400 µl fresh medium was applied to cover the OEC which had attached to the plastic wells and had begun to divide. Once OEC confluency in the well occurred (within 4–5 days), samples were further screened to confirm that vigorous ciliary activity was observed in a majority of the fields. The OEC from three to five females of each species were then pooled. Immunocytokeratin staining confirmed .90% epithelial cell content in the pools (Ellington et al., 1990). Successful pools were then cryopreserved in DMEM containing 50% FCS and 10% DMSO by placing OEC-containing vials in a styrofoam container inside a –70°C freezer for 24 h before plunging into liquid nitrogen. This freezing protocol does not preserve ciliary activity of the OEC in the species evaluated. Establishment of OEC for co-culture OEC from each species were thawed, cultured in 100 mm2 tissue culture plates until confluent, and passaged onto precoated Biocoat Thin Layer Matrigel 24-well plates (Becton Dickinson, Bedford, MA, USA) for use in the co-culture studies. Before use, the dried Matrigel membranes were reconstituted and further rinsed with DMEM:F12 medium. OEC from each species were then separately passaged into the 2 cm2 wells (23105 cells/well). Unattached OEC were removed from the culture wells 18–24 h after plating. Cells were confluent in 2–3 days and used in the following studies at that time. Oviduct growth in culture The quantitative MTT [3-(4,5-dimethylthiazol-2-yl)-2,5-diphenyltetrazolium bromide; thiazolyl blue; Sigma Chemical Co., St Louis, MO, USA] mitochondrial assay measures mitochondrial activity of viable cells through a spectrophotometric colour reaction (Mosmann, 1983). Absorbancy levels correlate to numbers of viable cells present. To compare growth rates in culture, OEC from each species were added to 96-well plates (13105 cells/well). On day 1 (24 h after plating) and day 6 of culture, MTT assays were carried out to determine the number of cells present in each well to assess cell division rates for the three OEC types. MTT stock was incubated with OEC wells for 4 h, removed, and 200 µl propanol added to dissolve formazan crystals which had formed. Plates were then read by a microplate reader set at 570 nm. A standard curve for each species of OEC was determined comparing manual cell counts on trypan blue-stained cells versus absorbance readings for wells containing 53103 to 43104 OEC/well. Sperm preparation Freshly ejaculated semen from four fertile men (normal semen analysis and children aged ,2 years) was used throughout these studies. Spermatozoa were washed in human tubal fluid (HTF) containing 5 mg/ml human serum albumin (HTF1). After washing, the spermatozoa were analysed initially for computer-assisted sperm analysis (CASA) motility (HTM-C, Version 8), viability (eosin– nigrosin stain), hypo-osmotic swelling test (HOS) and count. Counts on each sample were performed in triplicate using a Makler chamber. Sperm function with oviduct cell monolayers CASA data evaluated included percentage progressively motile, straight-line velocity (VSL), curvilinear velocity (VCL), amplitude of lateral head displacement (ALH), linearity (LIN) and beat cross frequency (BCF). Co-culture studies Experimental wells were established by placing suspensions of spermatozoa (143106/ml) in 500 µl of HTF1 into the treatments of: (i) control HTF1 alone (no OEC); (ii) human OEC monolayers; (iii) macaque OEC monolayers; (iv) bovine OEC monolayers; or (v) Matrigel membranes alone (no OEC). All cultures were maintained at 37°C in a 5% CO2/air mixture. After 2 h, spermatozoa which had not attached to the OEC in coculture treatments were removed by rinsing the wells. Rinsing involved pipetting up and down the full 500 µl of medium in each well five times, followed by recovery of medium and spermatozoa in suspension. An additional 500 µl medium was then vigorously rinsed across each co-culture well by pipetting up and down five more times before removal. For comparison, an aliquot of spermatozoa was also removed from vigorously mixed control media wells after 2 h of culture. These 2-h sperm samples from each treatment were evaluated for CASA motility, viability, HOS and Makler chamber counts. Sperm attachment to OEC in co-culture treatments was estimated by subtracting the number of spermatozoa (millions/ml) removed from the co-culture wells at 2 h from the number of spermatozoa in the control medium wells. Spermatozoa which remained in co-culture by having attached to OEC were evaluated qualitatively for flagellar beat scores, which denoted the vigour of flagellar motion (from 5 5 fast to 1 5 slow). Subsequently, spermatozoa were evaluated in each treatment after 4 h of culture and at 24 h intervals thereafter. At these times, all spermatozoa released from OEC into suspension were removed from the wells and fresh HTF1 was added. Flagellar beat scores were then assigned to spermatozoa which remained attached to OEC in each co-culture treatment and the percentage progressive motility was determined for spermatozoa in the control wells. The ‘end of survival time’ for spermatozoa in this study was defined as being when ,5% of the spermatozoa remaining in the well showed active flagellar beat (co-culture treatments), or remained progressively motile (control treatment). Evaluation of motility characteristics for spermatozoa which had been released from OEC between 4 and 24 h of co-culture was also made using the CASA. A modified sperm penetration assay using zona-free hamster eggs (Rogers et al., 1979) was performed for spermatozoa in co-culture with OEC from each of the three species compared with those in control medium alone. For this experiment, spermatozoa which had not attached to OEC were removed from the wells at 2 h after coculture initiation. Sperm numbers remaining (those attached to OEC) were then calculated and a volume of spermatozoa was removed from the control medium for use in the penetration assay; thus, approximately equal numbers of spermatozoa were present in both the co-culture and control wells. Commercially frozen hamster eggs were then placed into Biggers, Whitten and Whittingham (BWW) medium in co-culture or control wells and incubated routinely for 18 h (at least six oocytes/well/replicate for a total of 36 or more oocytes per treatment). After incubation, oocytes were removed and stained to determine the percentage of oocytes penetrated and the mean number of spermatozoa which had penetrated each oocyte in each treatment. Electron micrography Scanning electron micrographs of spermatozoa and OEC co-cultures were prepared for each of the three OEC types after the initial 2 h Figure 1. The growth rate of oviduct epithelial cells (OEC) from different species in culture for 6 days, expressed as a ratio of cell numbers (determined by absorbence) of day 6/day 1 on an expanded scale of 0–1000. of incubation. Co-cultures were fixed with 3% glutaraldehyde in 0.1 M cacodylate buffer pH 7.4 for 2 h at room temperature, rinsed twice with 0.1 M cacodylate buffer, postfixed with 2% osmium tetroxide in cacodylate buffer for 2 h, dehydrated in a graded ethanol series (30, 50, 70, 95 and 100%) and then placed into two changes of pure acetone. Samples were then immersed in 50:50 acetone:hexamethyldisilazane (HMDS) twice for 15 min each and subsequently into 100% HMDS twice for 15 min each followed by air-drying (Bray et al., 1993). Samples were then coated with 20–30 nm of gold using a Hummer V sputter coater. Statistical analysis Analysis of variance was used to evaluate OEC growth in culture (MTT studies) and to compare sperm function among the five culture treatments. The percentage of motile spermatozoa were arcsine transformed before analysis. Unless otherwise stated, data are presented as mean values 6 SEM. Results Oviduct cell growth Analysis of standard curves which compared levels of MTT absorbence and manual cell counts for OEC from each of the three species showed high levels of correlation in all cases (r ù0.94). Bovine OEC consistently had much higher rates of growth in culture compared with human or macaque OEC, as determined by the ratio of cell numbers present on day 6 to those present on day 1 after plating (Figure 1). Based on these data and microscopic evidence of monolayer confluency, the protocol for establishing monolayers was altered to initiate culture of human and macaque OEC 1.5 days before initiation of bovine OEC monolayers in order to utilize equivalent OEC numbers for co-culture experiments. The MTT assay also identified pools of OEC which grew relatively poorly in culture and thus were not utilized in the following studies. Sperm cell attachment Attachment of human spermatozoa to all OEC types began to occur within 15 min of co-culture initiation. This attachment appeared to involve the sperm head, with the flagellum remaining active. The flagellar beat score in all cases was initially quite vigorous, with a gradual decline noted over the time in co-culture, which consistently differed between 2799 J.E.Ellington et al. spermatozoa from different donors. The numbers of spermatozoa attaching to OEC from each of the three species during the first 2 h of co-culture were similar (Table I). Some sperm attachment was also seen for spermatozoa in the Matrigelonly control. In all co-culture systems, spermatozoa were occasionally noted to release from the OEC and become freeswimming, or to reattach to OEC in another location. Scanning electron micrographs of spermatozoa attached to OEC from all species showed the sperm heads in close association with microvilli of the OEC and a mucus-like substance present in the co-culture wells (Figure 2A–C). Motility characteristics Spermatozoa in each of the OEC co-culture treatments which did not attach to the OEC within 2 h showed significantly poorer motility than that observed for spermatozoa in control media wells (27 6 4% versus 57 6 6%). This apparent selectivity, with poorer quality spermatozoa not attaching to the OEC, did not differ between OEC types (P 5 0.25). Spermatozoa which had been released from each of the three OEC treatments between 4 and 24 h of co-culture were more progressively motile than were spermatozoa in the control medium (Table II). Additionally, the VSL of these motile spermatozoa was significantly improved at this time in both the human OEC and the bovine OEC co-culture treatments compared with the medium control. Other CASA variables did not differ between treatments, although VCL and ALH tended to be higher with the bovine OEC compared with the medium control (P 5 0.1). Sperm survival in culture Survival time for spermatozoa in co-culture with each of the three OEC types was significantly increased over that in medium-only controls (Figure 3). In general, OEC co-culture prolonged the survival of freshly ejaculated spermatozoa by at least 24 h. Table I. Numbers of spermatozoa (mean 6 SEM) attaching in co-culture to oviduct epithelial cells (OEC) from the three species Treatment Number of spermatozoa (3106) in suspension after 2 h of culture Presumptive number of spermatozoa (3106) attached/well Medium alone (control) Human OEC Macaque OEC Bovine OEC Matrigel alone 14 6 2 0 11 6 1 12 6 2 12 6 1 13 6 2 3 2 2 1 6 6 6 6 0.5 0.3 0.1 0.1 Figure 2. (A) Human spermatozoa attached to human oviduct epithelial cell (OEC) after 2 h of co-culture. (B) Human sperm head in close association with microvilli of bovine OEC in coculture. Note the copious ‘mucus-like‘ substance covering the portion of the OEC in contact with the spermatozoon. (C) Multiple human spermatozoa attached to bovine OEC after 2 h of co-culture. Again, note the mucus-like substance on the spermatozoa and OEC. Scale bars: (A) 5 20 µm; (B) 5 2.0 µm; (C) 5 10 µm. 2800 Sperm function with oviduct cell monolayers Table II. Motility characteristics of spermatozoa released from oviduct epithelial cells (OEC) between 4 and 24 h of co-culture or in control medium alone. Values are mean 6 SEM Human OEC % Progressively motile VSL (µm/s) VCL (µm/s) ALH (µm) 71 58 98 5.1 6 6 6 6 11a 8a 9a 0.6a Macaque OEC 76 49 104 6.2 6 6 6 6 9a 7a,b 11a 1.0a Bovine OEC Matrigel 1 medium 74 6 10a 57 6 3a 118 6 10a 7.4 6 0.9a 59 47 101 6.3 6 6 6 6 Medium alone 15a,b 47 6a,b 42 8a 97 0.8a 6.8 6 6 6 6 9b 4b 9a 10a a,bDifferent superscripts within rows show means which differ at P , 0.05. VSL 5 straight-line velocity. VCL 5 curvilinear velocity. ALH 5 amplitude of lateral head displacement. Sperm penetration assay The number of spermatozoa able to penetrate zona-free hamster oocytes was lower for those co-cultured with human or macaque OEC, than for spermatozoa in bovine OEC co-culture or medium controls (Figure 4). Penetration rates did not differ for spermatozoa in bovine OEC co-culture or control medium, although 54 6 9% of the spermatozoa in the co-culture wells remained attached to OEC during the penetration assay, and thus were probably not available for oocyte penetration. The overall percentage of oocytes penetrated by spermatozoa did not differ among treatments (human OEC 73%, macaque OEC 85%, bovine OEC 90% and medium control 89%). Discussion The human spermatozoa and OEC monolayer co-culture system described in this report supported spermatozoa attachment to OEC which was similar to that seen in other mammalian species. Furthermore, the beneficial effect of OEC co-culture on sperm motility and survival did not require species homology between the spermatozoa and OEC. In this study, bovine and human OEC improved sperm function in vitro over that observed for spermatozoa in control medium alone. In fact, for the sperm penetration assays, spermatozoa in co-culture with bovine OEC showed a greater ability to penetrate hamster oocytes than either human or monkey OEC. This may have been due to the source of human and monkey OEC, where older females in a broader range of cycle stages were used as donors compared with bovine OEC donors. It is not clear if the lower zona penetration rates found for spermatozoa exposed to human and monkey OEC were due to inferior explant quality, or whether these OEC provided factors that stabilized sperm against capacitation which were absent from the bovine OEC co-culture. In general, the ability to utilize bovine OEC from young, healthy animals in the oestrus phase of their cycle further adds to the efficiency of the OEC co-culture system described here. The ability to collect adequate numbers of pathology-free OEC from women in the late follicular phase has previously limited the use of a homologous co-culture system. Women in this study became OEC donors due to a variety of medical conditions. Because OEC were pooled together from several women it is not possible to identify any specific effects which these various conditions may have had on spermatozoa–OEC interactions. Even though aspects of sperm physiology in the female ovi- duct differ between species, we have found improved sperm function in cross-over designs with species as varied as the equine, canine, bovine, feline and human (Ellington et al., 1993c; and unpublished data). Others have also reported an effect of heterologous OEC on human sperm function, including changes in spermatozoa–zona binding, and a prolongation of motility during culture (Guerin et al., 1991; Wetzels et al., 1995). In contrast, others have found certain sperm function changes induced by oviductal products to require homologous human OEC (DeJonge et al., 1993; O’Day-Bowman et al., 1996). Recent work has shown that the carbohydrate moieties involved in sperm attachment to OEC may differ between species (Demott et al., 1995; Lefebvre et al., 1997). However, sperm attachment to heterologous species OEC readily occurs, even for species with apparently different lectins involved in spermatozoa to OEC attachment (e.g. stallion sperm to bovine OEC; Samper et al., 1995). Therefore, it is possible that some aspects of spermatozoa–OEC interaction function generally across species, whereas other components function through more speciesspecific mechanisms. In the oviductal environment, as well as in the OEC co-culture system, a variety of factors may exert differing effects on sperm function (Aitken, 1997). Prolongation of motility for spermatozoa in co-culture with OEC and other reproductive cell types has been widely reported (Bongso and Trounson, 1996; Akhondi et al., 1997; Guerin et al., 1997). This may be due to a stabilizing effect for spermatozoa against capacitation changes in co-culture (Murray and Smith, 1997). However, concomitant increases in the populations of spermatozoa showing capacitation changes have also been reported during co-culture (Guerin et al., 1991; Ellington et al., 1993a; Guerin et al., 1997). It is possible that separate OEC surface and/or secretory products work together to stabilize a cohort of spermatozoa for prolonged storage, as well as to capacitate released spermatozoa for participation in fertilization. This may explain discrepancies found between studies with regards to how specific motility parameters are affected during co-culture. Previously, attachment of human spermatozoa to OEC has been variably reported in the literature (Williams et al., 1993; Pacey et al., 1995a; Baillie et al., 1997). Co-culture systems before this study have required fresh explants of OEC in order for such attachment to occur consistently. We propose that culturing OEC on an extracellular matrix, as described in this study, allowed for greater differentiation of the OEC which supported 2801 J.E.Ellington et al. Figure 3. Survival time of spermatozoa in culture. Survival time is defined as the time until ,5% of spermatozoa remain progressively motile (medium control) or have flagellar beat activity (co-cultures). Figure 4. Numbers of spermatozoa penetrating zona-free hamster oocytes (n ù 36 oocytes/treatment). the expression of surface lectins required for the attachment of human spermatozoa to the freeze–thawed, passaged OEC. We have found recently that human spermatozoa will also attach to OEC monolayers which have been routinely cultured in plastic wells (with no exogenous extracellular matrix) for a week or more. This time may allow the OEC in such cultures to establish a more elaborate endogenous extracellular matrix for the expression of OEC surface components required for sperm attachment (J.E.Ellington et al., unpublished data). Human sperm attachment to OEC in co-culture seems to involve a lower percentage of the overall sperm sample than that observed in other species studied to date; however, as in other species, this attachment does appear to select the higher-quality spermatozoa in a sample (Thomas et al., 1994). The current studies of human spermatozoa–OEC interactions in vitro suggest that sperm detachment and reattachment to OEC may occur readily (Pacey et al., 1995a; Murray and Smith, 1997). Such transient attachment was observed during the 4 h co-culture time periods of these studies. Recent results in our laboratory suggest that human sperm attachment continues to increase (both in 2802 terms of numbers and stability) throughout the first 24 h of coculture (data not shown). In vivo, storage of human spermatozoa in the Fallopian tube probably involves not only sperm attachment to OEC, but also entrapment of spermatozoa in the viscous, copious mucus present in the isthmus near the time of ovulation (Donnez et al., 1985; Jansen, 1995). This combination of sperm attachment to the OEC and sequestration in tubal mucus to form a prefertilization reservoir has also been reported in other species (Suarez et al., 1997). Formation of the hypothetical isthmic reservoir of spermatozoa in women may be directed in part by the dominant follicle on the side of ovulation, potentially through paracrine effects (Kunz et al., 1996). Oviductal lumen glycoconjugates are also likely to be involved in the creation of such a sperm reservoir through mediation of both sperm attachment and survival (Wu et al., 1993). In the human tube, OEC glycoconjugates differ between ciliated OEC with sialic acid residues, and secretory OEC with fucose residues (Jansen, 1995). Further, these fucose residues have been found to be evenly distributed throughout the human tube, whereas galactosyl residues are found only in the isthmus of the human oviduct, suggesting a specific role for these isthmic residues at the presumptive site of sperm storage (Wu et al., 1993). Studies are currently under way to identify the specific glycoconjugates involved in human sperm attachment to OEC. The ability to utilize OEC monolayers for the study of human sperm function in the tubal environment offers several advantages. Freeze–thawed pools of passaged OEC can be screened for cytokeratin content as well as for the ability to divide readily in culture, thus confirming the use of vigorous epithelial cells in sperm co-culture studies. Passaged lots of OEC also allow a more standardized environment for replicating sperm function experiments by controlling for OEC variation across studies. We have successfully utilized OEC from each of the species presented here through three passages. Studies with bovine OEC show a significant decrease in the numbers of spermatozoa attaching and how long these survive in co-culture after five passages of the OEC (J.E.Ellington et al., unpublished results). Co-culture of human spermatozoa with the Matrigel matrix alone also had beneficial effects on sperm function over that seen in medium-only culture, including sperm attachment to the matrix and prolonged survival and motility changes. However, the results were not equivalent to the benefit gained for spermatozoa with OEC present. These findings are consistent with interactions reported for stallion spermatozoa in coculture with Matrigel, in which the enhanced sperm function declined over time, or was less marked than that seen with OEC co-culture (Thomas et al., 1994; Dobrinski et al., 1996). Quantitative determination of the numbers of spermatozoa attaching to OEC in co-culture is difficult. In this study, sperm cell counts should be viewed as relative, as the ability to distinguish accurately between treatments in the working ranges found here (millions of sperm/ml) is not possible. Our laboratory has utilized various systems for counting spermatozoa in these lower numbers (haemocytometers, Makler and Coulter counters), and have found the smallest coefficient of variation to occur with carefully prepared Makler Sperm function with oviduct cell monolayers chambers (data not shown). A recent study supports the accuracy of the Makler chamber, particularly for low-density sperm suspensions as being down to 53106/ml (Shiran et al., 1995). In conclusion, a system for establishing human spermatozoa and oviduct epithelial cell co-cultures is described in this study. This system utilizes freeze–thawed and passaged OEC cultured in monolayers on an extracellular matrix. Such OEC have a beneficial effect on sperm function and support sperm attachment to the OEC, possibly mimicking post-ejaculatory, pre-fertilization changes observed for spermatozoa in the woman’s Fallopian tube. 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