Elucidating the molecular events that integrate the patterning, morphogenesis, and differentiation of epithelial progenitor cells into complex tissues is a primary focus of epithelial developmental biology research. Expansion and maintenance of epithelial progenitor populations is crucial for developmental events, but growth must be tightly coupled to consequent cellular differentiation and specialization. The Hippo pathway has surfaced as an important regulator of epithelial progenitor identity: nuclear activity of the Hippo effector Yap maintains epithelial progenitor status while Hippo-mediated nuclear exclusion of Yap by the Lats1/2 kinases induces differentiation. Extending this general theme into an additional organ system, the submandibular gland (SMG), as well as identifying upstream regulators of Yap and Lats1/2 in the developing lung was the goal of this work. Here, we describe important roles for Yap in the morphogenesis and patterning of lung and SMG epithelium, both of which are composed of highly organized branched structures. Epithelial-specific genetic ablation of Yap as well as its upstream negative regulators Lats1/2 was used to interrogate loss- and gain-of-function phenotypes, whereby Lats1/2 ablation is known to result in unrestricted nuclear Yap activity. Loss of Yap in the SMG resulted in a striking deficiency of Krt5/Krt14-positive epithelial progenitor populations accompanied by impaired branching morphogenesis. Deletion of Lats1/2 in the SMG resulted in a massive expansion of Krt5/Krt14-positive epithelial progenitor populations that failed to terminally differentiate. As epithelial progenitors in the lung and SMG begin to differentiate, they also acquire distinct morphologies. In both the lung and the SMG, Krt5-positive basal cells lie beneath a layer of Krt8/Krt19-positive luminal cells. We observed that luminal cells exhibited a columnar morphology while basal cells retained a cuboidal morphology, and that this difference correlated with the expression of the polarity protein Crb3. After ablating Crb3 in the developing lung epithelium, luminal cells were unable to polarize, exhibited aberrant nuclear Yap activity, and remained in a progenitor state. Crb3 functions to initiate Lats1/2 activity, promoting Yap phosphorylation and its consequent nuclear exclusion, which drives differentiation. Taken together, this work identifies essential roles for polarity/Hippo pathway-mediated control of Yap activity in epithelial progenitor expansion and differentiation. / 2018-07-09T00:00:00Z