AU2011250764A1 - Condensed Pyrimidine Compounds As Inhibitors Of Voltage-Gated Ion Channels - Google Patents

Abstract

The present invention relates to compounds useful as inhibitors of voltage-gated sodium channels. The invention also provides pharmaceutically acceptable compositions comprising the compounds of the invention and methods of using the compositions in the treatment of various disorders.

Description

CONDENSED PYRIMIDINE COMPOUNDS USEFUL AS INHIBITORS OF VOLTAGE-GATED ION CHANNELS TECHNICAL FIELD OF THE [NVENTION 100011 The present invention relates to compounds useful as inhibitors of voltage-gated sodium channels and calcium channels. The invention also provides pharmaceutically acceptable compositions comprising the compounds of the invention and methods of using the compositions in the treatment of various disorders. BACKGROUND OF THE INVENTION 100021 Na channels are central to the generation of action potentials in all excitable cells such as neurons and myocytes. They play key roles in excitable tissue including brain, smooth muscles of the gastrointestinal tract, skeletal muscle, the peripheral nervous system, spinal cord and airway. As such they play key roles in a variety of disease states such as epilepsy (ae, Moulard, B. and D. Bertrand (2002) "Epilepsy and sodium channel blockers" Expert Opin. Ther. Patents 12(1): 85-91)), pain (See, Waxman, S. G., S. Dib-Hajj, et al. (1999) "Sodium channels and pain" Proc Natl Acad Sci U S A 96(14): 7635-9 and Waxman, S. G., T. R. Cummins, et al. (2000) "Voltage-gated sodium channels and the molecular pathogenesis of pain: a review" J Rehabil Res Dev 37(5): 517-28), myotonia (See, Meola, G. and V. Sansone (2000) "Therapy in myotonic disorders and in muscle channelopathies" Neurol Sci 21(5): S953 61 and Mankodi, A. and C. A. Thornton (2002) "Myotonic syndromes" Curr Opin Neurol 15(5): 545-52), ataxia (See Meisler, M. H., J. A. Kearney, et al. (2002) "Mutations of voltage gated sodium channels in movement disorders and epilepsy" Novartis Found Symp 241: 72 81), multiple sclerosis (See Black, J. A., S. Dib-Hajj, et al. (2000) "Sensory neuron-specific sodium channel SNS is abnormally expressed in the brains of mice with experimental allergic encephalomyelitis and humans with multiple sclerosis" Proc Natl Acad Sci U S A 97(21): 11598-602, and Renganathan, M., M. Gelderblom, et al. (2003) "Expression of Na(v)1.8 sodium channels perturbs the firing patterns of cerebellar purkinje cells" Brain Res 959(2): 235 42), irritable bowel (Se Su, X., R. E. Wachtel, et al. (1999) "Capsaicin sensitivity and voltage gated sodium currents in colon sensory neurons from rat dorsal root ganglia" Am J Physiol 277(6 Pt 1): G 1180-8, and Laird, J. M., V. Souslova, et al. (2002) "Deficits in visceral pain and referred hyperalgesia in Navl.8 (SNS/PN3)- null mice" J Neurosci 22(19): 8352-6), urinary incontinence and visceral pain (SeYoshimura, N., S. Seki, et al. (2001) "The involvement of the tetrodotoxin-resistant sodium channel Na(v)1.8 (PN3/SNS) in a rat model of visceral pain" J

I

Neurosci 21(21): 8690-6), as well as an array of psychiatry dysfunctions such as anxiety and depression (S Hurley, S. C. (2002) "Lamotrigine update and its use in mood disorders" Ann Pharmacother 36(5): 860-73). [00031 Voltage gated Na channels comprise a gene family consisting of 9 different subtypes (NaV1.1-NaV1.9). As shown in Table 1, these subtypes show tissue specific localization and functional differences (See Goldin, A. L. (2001) "Resurgence of sodium channel research" Annu Rev Physiol 63: 871-94). Three members of the gene family (NaV1.8, 1.9, 1.5) are resistant to block by the well-known Na channel blocker TTX, demonstrating subtype specificity within this gene family. Mutational analysis has identified glutamate 387 as a critical residue for TTX binding (See, Noda, M., H. Suzuki, et al. (1989) "A single point mutation confers tetrodotoxin and saxitoxin insensitivity on the sodium channel II" FEBS Lett 259(1): 213-6). 100041 Table I (Abbreviations: CNS = central nervous system, PNS = peripheral nervous system, DRG = dorsal root ganglion, TG = Trigeminal ganglion): Na Tissue TTX IC50 Indications Isoform CNS, PNS Pain, Epilepsy, NaV 1.1 soma of 10nM neurodegeneration neurons NaV1.2 CNS, high in lOM Neurodegeneration axons Epilepsy CNS, NaV1.3 embryonic, l5nM Pain, Epilepsy injured nerves NaV 1.4 Skeletal 25nM Myotonia muscle Arrhythmia, NaV1.5 Heart 2pM long QT CNS NaV1.6 widespread, 6nM Pain, movement disorders most abundant PNS, DRG, Pain, Neuroendocrine NaV1.7 terminals 25nM disorders neuroendocrine PNS, small NaV 1.8 neurons in >50LM Pain DRG & TG PNS, small NaV 1.9 neurons in 1 pM Pain DRG & TG 2 [00051 In general, voltage-gated sodium channels (NaVs) are responsible for initiating the rapid upstroke of action potentials in excitable tissue in nervous system, which transmit the electrical signals that compose and encode normal and aberrant pain sensations. Antagonists of NaV channels can attenuate these pain signals and are useful for treating a variety of pain conditions, including but not limited to acute, chronic, inflammatory, and neuropathic pain. Known NaV antagonists, such as TTX, lidocaine (ee, Mao, J. and L. L. Chen (2000) "Systemic lidocaine for neuropathic pain relief' Pain 87(1): 7-17.) bupivacaine, phenytoin (S Jensen, T. S. (2002) "Anticonvulsants in neuropathic pain: rationale and clinical evidence" Eur J Pain 6 (Suppl A): 61-8), lamotrigine (See, Rozen, T. D. (2001) "Antiepileptic drugs in the management of cluster headache and trigeminal neuralgia" Headache 41 Suppl 1: S25-32 and Jensen, T. S. (2002) "Anticonvulsants in neuropathic pain: rationale and clinical evidence" Eur J Pain 6 (Suppl A): 61-8.), and carbamazepine (See, Backonja, M. M. (2002) "Use of anticonvulsants for treatment of neuropathic pain" Neurology 59(5 Suppl 2): S 14-7), have been shown to be useful attenuating pain in humans and animal models. 100061 Hyperalgesia (extreme sensitivity to something painful) that develops in the presence of tissue injury or inflammation reflects, at least in part, an increase in the excitability of high-threshold primary afferent neurons innervating the site of injury. Voltage sensitive sodium channels activation is critical for the generation and propagation of neuronal action potentials. There is a growing body of evidence indicating that modulation of NaV currents is an endogenous mechanism used to control neuronal excitability (S Goldin, A. L. (2001) "Resurgence of sodium channel research" Annu Rev Physiol 63: 871-94.). Several kinetically and pharmacologically distinct voltage-gated sodium channels are found in dorsal root ganglion (DRG) neurons. The TTX-resistant current is insensitive to micromolar concentrations of tetrodotoxin, and displays slow activation and inactivation kinetics and a more depolarized activation threshold when compared to other voltage-gated sodium channels. TTX-resistant sodium currents are primarily restricted to a subpopulation of sensory neurons likely to be involved in nociception. Specifically, TTX-resistant sodium currents are expressed almost exclusively in neurons that have a small cell-body diameter; and give rise to small-diameter slow-conducting axons and that are responsive to capsaicin. A large body of experimental evidence demonstrates that TTX-resistant sodium channels are expressed on C-fibers and are important in the transmission of nociceptive information to the spinal cord. [00071 Intrathecal administration of antisense oligo-deoxynucleotides targeting a unique region of the TTX-resistant sodium channel (NaVI.8) resulted in a significant reduction in

PGE

2 -induced hyperalgesia (Se, Khasar, S. G., M. S. Gold, et al. (1998) "A tetrodotoxin 3 resistant sodium current mediates inflammatory pain in the rat" Neurosci Lett 256(1): 17-20). More recently, a knockout mouse line was generated by Wood and colleagues, which lacks functional NaV1.8. The mutation has an analgesic effect in tests assessing the animal's response to the inflammatory agent carrageenan (See, Akopian, A. N., V. Souslova, et al. (1999) "The tetrodotoxin-resistant sodium channel SNS has a specialized function in pain pathways" Nat Neurosci 2(6): 541-8.). In addition, deficit in both mechano- and thermoreception were observed in these animals. The analgesia shown by the Navl.8 knockout mutants is consistent with observations about the role of TTX-resistant currents in nociception. [00081 Immunohistochemical, in-situ hybridization and in-vitro electrophysiology experiments have all shown that the sodium channel NaV1.8 is selectively localized to the small sensory neurons of the dorsal root ganglion and trigeminal ganglion (See, Akopian, A. N., L. Sivilotti, et al. (1996) "A tetrodotoxin-resistant voltage-gated sodium channel expressed by sensory neurons" Nature 379(6562): 257-62.). The primary role of these neurons is the detection and transmission of nociceptive stimuli. Antisense and immunohistochemical evidence also supports a role for NaV1.8 in neuropathic pain (See, Lai, J., M. S. Gold, et al. (2002) "Inhibition of neuropathic pain by decreased expression of the tetrodotoxin-resistant sodium channel, NaV1.8" Pain 95(1-2): 143-52, and Lai, J., J. C. Hunter, et al. (2000) "Blockade of neuropathic pain by antisense targeting of tetrodotoxin- resistant sodium channels in sensory neurons" Methods Enzymol 314: 201-13.). NaV1.8 protein is upregulated along uninjured C-fibers adjacent to the nerve injury. Antisense treatment prevents the redistribution of NaV1.8 along the nerve and reverses neuropathic pain. Taken together the gene-knockout and antisense data support a role for NaV1.8 in the detection and transmission of inflammatory and neuropathic pain. 100091 In neuropathic pain states there is a remodeling of Na channel distribution and subtype. In the injured nerve, expression of NaV1.8 and NaV1.9 are greatly reduced whereas expression of the TTX sensitive subunit NaV1.3 is significantly upregulated in animal models of neuropathic pain (See, Dib-Hajj, S. D., J. Fjell, et al. (1999) "Plasticity of sodium channel expression in DRG neurons in the chronic constriction injury model of neuropathic pain." Pain 83(3): 591-600 and Kim, C.H., Youngsuk, 0., et al. (2001) "The changes in expression of three subtypes of TTX sensitive sodium channels in sensory neurons after spinal nerve ligation". Mol. Brain Res. 95:153-61.) The timecourse of the increase in NaV1.3 parallels the appearance of allodynia in animal models subsequent to nerve injury. Up-regulation of Navl.3 transcription is also observed in a rat model of diabetic neuropathy. (See, Craner, M.J., Klein, J.P. et al. (2002) "Changes of sodium channel expression in experimental painful diabetic neuropathy." 4 Ann Neurol. 52(6): 786-92. The biophysics of the NaVI.3 channel is distinctive in that it shows very fast repriming after inactivation following an action potential. This allows for sustained rates of high firing as is often seen in the pathophysiological activity accompanying neuropathic pain (Se Cummins, T. R., F. Aglieco, et al. (2001) "Navl.3 sodium channels: rapid repriming and slow closed-state inactivation display quantitative differences after expression in a mammalian cell line and in spinal sensory neurons" J Neurosci 21(16): 5952-61.). Human NaVI.3 channel proteins are expressed in the central and peripheral systems of man. (See, Chen, Y.H., Dale, T.J., et al. (2000) "Cloning, distribution and functional analysis of the type III sodium channel from human brain." Eur. J. Neurosci. 12: 4281-89). Furthermore, in the periphery, NaV1.3 channel proteins are detectable in injured but not uninjured human nerves indicating that NaVI.3 plays important physiological roles under pathophysiological conditions in humans as well. Given the strong correlation between increased NaV1.3 channel expression and neuronal hyperexcitability, inhibitors of NaV1.3 channels, and in particular selective ones, might therefore provide efficacious therapeutic agents with less-severe side effects than nonselective Na+ channel inhibitors in the treatment of painful neuropathies. Similarly, NaV 1.3 overexpression may also be associated with increased epipleptic neuronal activity as it is significantly upregulated in hippocampal pyramidal neurons of epileptic humans (See, Whitaker, W.R.J., Faull, M., et al. (2001) "Changes in the mRNAs encoding voltage-gated sodium channel types II and III in human epileptic hippocampus." Neurosci. 106(2): 275-285.); inhibitors with some selectivity against Navl.3 could also be particularly attractive anticonvulsants and neuroprotectants. [00101 NaV1.9 is similar to NaVI.8 as it is selectively localized to small sensory neurons of the dorsal root ganglion and trigeminal ganglion (See, Fang, X., L. Djouhri, et al. (2002). "The presence and role of the tetrodotoxin-resistant sodium channel Na(v)1.9 (NaN) in nociceptive primary afferent neurons." J Neurosci 22(17): 7425-33.). It has a slow rate of inactivation and left-shifted voltage dependence for activation (See, Dib-Hajj, S., J. A. Black, et al. (2002) "NaN/Navl.9: a sodium channel with unique properties" Trends Neurosci 25(5): 253-9.). These two biophysical properties allow NaV1.9 to play a role in establishing the resting membrane potential of nociceptive neurons. The resting membrane potential of NaV1.9 expressing cells is in the -55 to -50mV range compared to -65mV for most other peripheral and central neurons. This persistent depolarization is in large part due to the sustained low level activation of NaV1.9 channels. This depolarization allows the neurons to more easily reach the threshold for firing action potentials in response to nociceptive stimuli. Compounds 5 that block the NaV1.9 channel may play an important role in establishing the set point for detection of painful stimuli. [00111 In chronic pain states, nerve and nerve ending can become swollen and hypersensitive exhibiting high frequency action potential firing with mild or even no stimulation. These pathologic nerve swellings are termed neuromas and the primary Na channels expressed in them are NaVI.8 and NaV1.7 (See Kretschmer, T., L. T. Happel, et al. (2002) "Accumulation of PN1 and PN3 sodium channels in painful human neuroma- evidence from immunocytochemistry" Acta Neurochir (Wien) 144(8): 803-10; discussion 810.). NaV 1.6 and NaV1.7 are also expressed in dorsal root ganglion neurons and contribute to the small TTX sensitive component seen in these cells. NaVI.7 in particular my therefore be a potential pain target in addition to it's role in neuroendocrine excitability (See Klugbauer, N., L. Lacinova, et al. (1995) "Structure and functional expression of a new member of the tetrodotoxin- sensitive voltage-activated sodium channel family from human neuroendocrine cells" Embo J 14(6): 1084-90). 100121 NaV1.1 (See, Sugawara, T., E. Mazaki-Miyazaki, et al. (2001) "Navl.1 mutations cause febrile seizures associated with afebrile partial seizures." Neurology 57(4): 703-5.) and NaV1.2 (See, Sugawara, T., Y. Tsurubuchi, et al. (2001) "A missense mutation of the Na+ channel alpha II subunit gene Na(v)1.2 in a patient with febrile and afebrile seizures causes channel dysfunction" Proc Natl Acad Sci U S A 98(11): 6384-9) have been linked to epilepsy conditions including febrile seizures. There are over 9 genetic mutations in NaV 1.1 associated with febrile seizures (S Meisler, M. H., J. A. Kearney, et al. (2002) "Mutations of voltage gated sodium channels in movement disorders and epilepsy" Novartis Found Symp 241: 72-81) 100131 Antagonists for NaV1.5 have been developed and used to treat cardiac arrhythmias. A gene defect in NaV1.5 that produces a larger noninactivating component to the current has been linked to long QT in man and the orally available local anesthetic mexilitine has been used to treat this condition (5 Wang, D. W., K. Yazawa, et al. (1997) "Pharmacological targeting of long QT mutant sodium channels." J Clin Invest 99(7): 1714-20). 100141 Several Na channel blockers are currently used or being tested in the clinic to treat epilepsy (Se Moulard, B. and D. Bertrand (2002) "Epilepsy and sodium channel blockers" Expert Opin. Ther. Patents 12(1): 85-91.); acute (See, Wiffen, P., S. Collins, et al. (2000) "Anticonvulsant drugs for acute and chronic pain" Cochrane Database Syst Rev 3), chronic (Se Wiffen, P., S. Collins, et al. (2000) "Anticonvulsant drugs for acute and chronic pain" Cochrane Database Syst Rev 3, and Guay, D. R. (2001) "Adjunctive agents in the management of chronic pain" Pharmacotherapy 21(9): 1070-81), inflammatory (Se Gold, M. S. (1999) 6 "Tetrodotoxin-resistant Na+ currents and inflammatory hyperalgesia." Proc Natl Acad Sci U S A 96(14): 7645-9), and neuropathic pain (See, Strichartz, G. R., Z. Zhou, et al. (2002) "Therapeutic concentrations of local anaesthetics unveil the potential role of sodium channels in neuropathic pain" Novartis Found Symp 241: 189-201, and Sandner-Kiesling, A., G. Rumpold Seitlinger, et al. (2002) "Lamotrigine monotherapy for control of neuralgia after nerve section" Acta Anaesthesiol Scand 46(10): 1261-4); cardiac arrhythmias (See An, R. H., R. Bangalore, et al. (1996) "Lidocaine block of LQT-3 mutant human Na+ channels" Circ Res 79(1): 103-8, and Wang, D. W., K. Yazawa, et al. (1997) "Pharmacological targeting of long QT mutant sodium channels" J Clin Invest 99(7): 1714-20); neuroprotection (See Taylor, C. P. and L. S. Narasimhan (1997) "Sodium channels and therapy of central nervous system diseases" Adv Pharmacol 39: 47-98) and as anesthetics (See, Strichartz, G. R., Z. Zhou, et al. (2002) "Therapeutic concentrations of local anaesthetics unveil the potential role of sodium channels in neuropathic pain." Novartis Found Symp 241: 189-20 1). [00151 Voltage-gated calcium channels are membrane-spanning, multi-subunit proteins that open in response to membrane depolarization, allowing Ca entry from the external milieu. Calcium channels were initially classified based on the time and voltage-dependence of channel opening and on the sensitivity to pharmacological block. The categories were low-voltage activated (primarily T-type) and high-voltage activated (L, N, P, Q or R-type). This classification scheme was replaced by a nomenclature based upon the molecular subunit composition, as summarized in Table I (Hockerman, G. H., et al. (1997) Annu. Rev. Pharmacol. Toxicol. 37: 361-96; Striessnig, J. (1999) Cell. Physiol. Biochem. 9: 242-69). There are four primary subunit types that make up calcium channels - cci, C28, P and y (See, e.g., De Waard et al. Structural and functional diversity of voltage-activated calcium channels. In Ion Channels, (ed. T. Narahashi) 41-87, (Plenum Press, New York, 1996)). The c subunit is the primary determinant of the pharmacological properties and contains the channel pore and voltage sensor (Hockerman, G.H., et al. (1997) Annu. Rev. Pharmacol. Toxicol. 37: 361-96; Striessing, J. (1999) Cell. Physiol. Biochem. 9: 242-69). Ten isoforms of the ai subunit are known, as indicated in Table I. The a 2 8 subunit consists of two disulfide linked subunits, a 2 , which is primarily extracellular and a transmembrane 8 subunit. Four isoforms of a28 are known, a28-1, a28-2, a 2 8-3 and a2S-4. The P subunit is a nonglycosylated cytoplasmic protein that binds to the ai subunit. Four isoforms are known, termed I to P4. The y subunit is a transmembrane protein that has been biochemically isolated as a component of Cavl and Cay2 channels. At least 8 isoforms are known (yi to y8) (Kang, M. G. and K. P. Campbell (2003) L 7 Biol. Chem. 278: 21315-8). The nomenclature for voltage-gated calcium channels is based upon the content of the ai subunit, as indicated in Table I. Each type of cxi subunit can associate with a variety of P, a25 or y subunits, so that each Ca, type corresponds to many different combinations of subunits. Ca, Nomenclature ci subunit Pharmacological name Ca,1.1 als L-type Caj1.2 alc L-type Cav1.3 aID L-type Ca,1.4 al F Ca,2.1 alA P- or Q-type Ca,2.2 aIB N-type Cay2.3 alE R-type Ca,3.1 aIG T-type Ca,3.2 alH T-type Ca,3.3 as T-type 100161 Cay2 currents are found almost exclusively in the central and peripheral nervous system and in neuroendocrine cells and constitute the predominant forms of presynaptic voltage-gated calcium current. Presynaptic action potentials cause channel opening and neurotransmitter release is steeply dependent upon the subsequent calcium entry. Thus, Ca,2 channels play a central role in neurotransmitter release. [00171 Ca,2.1 and Ca,2.2 contain high affinity binding sites for the peptide toxins o conotoxin-MVIIC and o-conotoxin-GVIA, respectively, and these peptides have been used to determine the distribution and function of each channel type. Ca,2.2 is highly expressed at the presynaptic nerve terminals of neurons from the dorsal root ganglion and neurons of lamina I and II of the dorsal horn (Westenbroek, R. E., at al. (1998) J. Neurosci. 18: 6319-30; Cizkova, D, et al. (2002) Exp. Brain Res. 147: 456-63). Ca,2.2 channels are also found in presynaptic terminals between second and third order interneurons in the spinal cord. Both sites of neurotransmission are very important in relaying pain information to the brain. [00181 Pain can be roughly divided into three different types: acute, inflammatory, and neuropathic. Acute pain serves an important protective function in keeping the organism safe from stimuli that may produce tissue damage. Severe thermal, mechanical, or chemical inputs have the potential to cause severe damage to the organism if unheeded. Acute pain serves to 8 quickly remove the individual from the damaging environment. Acute pain by its very nature generally is short lasting and intense. Inflammatory pain on the other hand, may last for much longer periods of time and its intensity is more graded. Inflammation may occur for many reasons including tissue damage, autoimmune response, and pathogen invasion. Inflammatory pain is mediated by a variety of agents that are released during inflammation, including substance P, histamines, acid, prostaglandin, bradykinin, CGRP, cytokines, ATP, and other agents (Julius, D. and A. I. Basbaum (2001) Nature 413 (6852): 203-10). The third class of pain is neuropathic and involves nerve damage arising from nerve injury or viral infection and results in reorganization of neuronal proteins and circuits yielding a pathologic "sensitized" state that can produce chronic pain lasting for years. This type of pain provides no adaptive benefit and is particularly difficult to treat with existing therapies. [00191 Pain, particularly neuropathic and intractable pain is a large unmet medical need. Millions of individuals suffer from severe pain that is not well controlled by current therapeutics. The current drugs used to treat pain include NSAIDS, COX2 inhibitors, opioids, tricyclic antidepressants, and anticonvulsants. Neuropathic pain has been particularly difficult to treat as it does not respond well to opioids until high doses are reached. Gabapentin is currently the most widely used therapeutic for the treatment of neuropathic pain although it works in only 60% of patients where it shows modest efficacy. The drug is generally safe, although sedation is an issue at higher doses. [00201 Validation of Cay2.2 as a target for the treatment of neuropathic pain is provided by studies with Ziconotide (also known as o-conotoxin-MVIIA), a selective peptide blocker of this channel (Bowersox, S.S., et al., (1996) J. Pharmacol. Exp. Ther. 279: 1243-9; Jain, K.K. (2000) Exp. Opin. Invest. Drugs 9: 2403-10; Vanegas, H. and H. Schaible (2000) Pain 85: 9-18). In man, intrathecal infusion of Ziconotide is effective for the treatment of intractable pain, cancer pain, opioid resistant pain, and neuropathic pain. The toxin has an 85% success rate for the treatment of pain in humans with a greater potency than morphine. An orally available antagonist of Cav2.2 should have similar efficacy without the need for intrathecal infusion. Cav2.1 and Cav2.3 are also in neurons of nociceptive pathways and antagonists of these channels could be used to treat pain. [00211 Antagonists of Cay2.1, Cay2.2 or Ca,2.3 should also be useful for treating other pathologies of the central nervous system that apparently involve excessive calcium entry. Cerebral ischaemia and stroke are associated with excessive calcium entry due to depolarization of neurons. The Cav2.2 antagonist ziconotide is effective in reducing infarct size in a focal ischemia model using laboratory animals, suggesting that Ca,2.2 antagonists could be used for 9 the treatment of stroke. Likewise, reducing excessive calcium influx into neurons may be useful for the treatment of epilepsy, traumatic brain injury, Alzheimer's disease, multi-infarct dementia and other classes of dementia, amyotrophic lateral sclerosis, amnesia, or neuronal damage caused by poison or other toxic substances. [00221 Cav2.2 also mediates release of neurotransmitters from neurons of the sympathetic nervous system and antagonists could be used to treat cardiovascular diseases such as hypertension, cardiac arrhythmia, angina pectoris, myocardial infarction, and congestive heart failure. [00231 Unfortunately, as described above, the efficacy of currently used sodium channel blockers and calcium channel blockers for the disease states described above has been to a large extent limited by a number of side effects. These side effects include various CNS disturbances such as blurred vision, dizziness, nausea, and sedation as well more potentially life threatening cardiac arrhythmias and cardiac failure. Accordingly, there remains a need to develop additional Na channel antagonists, and Ca channel antagonists preferably those with higher potency and fewer side effects. SUMMARY OF THE INVENTION [00241 It has now been found that compounds of this invention, and pharmaceutically acceptable compositions thereof, are useful as inhibitors of voltage-gated sodium channels. These compounds have the general formula I: RN' R 2 2X1 X N A or a pharmaceutically acceptable salt thereof, wherein R', R 2 , XI, X 2 , X 3 , X 4 , p, and Ring A are as defined below. [00251 These compounds, and pharmaceutically acceptable compositions thereof, are useful for treating or lessening the severity of a variety of diseases, disorders, or conditions, including, but not limited to, acute, chronic, neuropathic, or inflammatory pain, arthritis, migraine, cluster headaches, trigeminal neuralgia, herpetic neuralgia, general neuralgias, epilepsy or epilepsy conditions, neurodegenerative disorders, psychiatric disorders such as anxiety and depression, 10 myotonia, arrhythmia, movement disorders, neuroendocrine disorders, ataxia, multiple sclerosis, irritable bowel syndrome, and incontinence. DETAILED DESCRIPTION OF THE INVENTION 100261 1. General Description of Compounds of the Invention. [00271 The present invention relates to compound of formula I useful as inhibitor of voltage-gated sodium channels: Rl

N'R

2 X3 X4 N N A I or a pharmaceutically acceptable salt thereof, wherein: p is 0, 1 or 2; X 1, X2, X 3 and X4 are each independently selected from NR 3 , C=0, CHR 4 , S, 0, S=0, or SO 2 , as valency and stability permit; R' and R 2 are each independently hydrogen, or an optionally substituted group selected from CI.

6 aliphatic, a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; or R, and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, wherein R1, R 2, or any ring formed by R' and R 2 taken together, are each independently optionally substituted at one or more carbon atoms with 0-4 occurrences of -R 5 , and at one or more substitutable nitrogen atoms with -R 6 ; Ring A is a 5-6 membered monocyclic or 8-10 membered bicyclic aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R8; 11 each occurrence of R 4 , R', and R' is independently Q-Rx; wherein Q is a bond or is a

C

1

-C

6 alkylidene chain wherein up to two non-adjacent methylene units of Q are optionally and independently replaced by CO, CO 2 , COCO, CONR, OCONR, NRNR, NRNRCO, NRCO,

NRCO

2 , NRCONR, SO, SO 2 , NRSO 2 , SO 2 NR, NRSO 2 NR, 0, S, or NR; each occurrence of RX is independently selected from R', halogen, NO 2 , or CN; each occurrence of R is independently selected from hydrogen or an optionally substituted C 1

.

6 aliphatic group; each occurrence of R' is independently selected from hydrogen or an optionally substituted group selected from C 1

.

8 aliphatic, C 6 -1o aryl, a heteroaryl ring having 5-10 ring atoms, or a heterocyclyl ring having 3-10 ring atoms, or wherein R and R' taken together with the atom(s) to which they are bound, or two occurrences of R' taken together with the atom(s) to which they are bound, form a 5-8 membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; and each occurrence of R 3 , R 6 or R 8 is independently R', -COR', -CO 2

(C

1

.

6 aliphatic),

-CON(R')

2 , or -SO 2 R'. 100281 In certain embodiments, for compounds of the invention as described generally above and herein: a) R1 is not hydrogen when R 2 is optionally substituted indazol-3-yl; b) R' is not hydrogen when R 2 is optionally substituted pyrazol-3-yl; c) R' is not hydrogen when R2 is 1,2,4-triazol-3-yl; d) when p is 1, then: i) when R' and R 2 , taken together with the nitrogen atom, is N-morpholino, and Ring A is unsubstituted phenyl, then XI, X 2 , X 3 and X 4 are not, respectively: 1) CH 2 , CH(CH 2 )Ph, NR 3 , and CHCH 3 ; 2) CH 2 , CH 2 , CH 2 , and S; 3) CH 2 , S, CH 2 , and S; 4) CH 2 , CH 2 , S, and CH 2 ; 5) CH 2 , CHMe, S, and CH 2 ; or 6) CHMe, CH 2 , N(CH 2 )Ph, and CH 2 ; ii) R' is not hydrogen, and R 2 is not CH 2 Ph, (CH 2

)

2 0(CH 2

)

2 0H, or -CH 2 (1,3 benzodioxol-5-yl) when ring A is imidazol-1-yl; iii) when R' and R 2 , taken together with the nitrogen atom, is N-piperidinyl then: 12 1) when X', X 2 and X 3 are CH 2 , and X 4 is S, then Ring A is not unsubstituted phenyl; and 2) when X1, X2 and X4 are CH 2 ; and X 3 is S, then Ring A is not unsubstituted phenyl; iv) when R' and R 2 , taken together with the nitrogen atom, is N-piperizinyl, X',

X

2 and X 3 are CH 2 , and X 4 is S, then Ring A is not 3-NO 2 Ph, 4-pyridinyl, or unsubstituted phenyl; v) when one of X1, X 2 , X 3 or X 4 is NR 3 and the others of X1, X 2 , X 3 or X 4 are each CH 2 , and R' and R 2 are each Me, H, CH 2 Ph, or (CH 2

)

2 NMe 2 , then Ring A is not pyrid-2-yl substituted at the 6-position; vi) when X1, X2 , and X3 are each CH 2 , X4 is S, R1 is H, and R 2 is -CH 2 -C=-CH, then Ring A is not unsubstituted phenyl; vii) when X1 is NMe; X 2 , X 3 and X 4 are each CH 2 , R' is H, and R2 is unsubstituted phenyl, then Ring A is not unsubstituted phenyl; and viii) when X', X2 and X4 are each CH 2 , X 3 is S, R' and R2 are each Me, then Ring A is not unsubstituted phenyl; and e) when p is 0, then: i) when X' is CH 2 , X 2 is NR 3 , X 3 is C=O; or X' is C=0, X 2 is CHR 4 , and X 3 is

NR

3 ; or X 2 is NR 3 , X 2 is C=0, and X 3 is CHR 4 ; or X' is CH 2 , X2 is 0, and X3 is C=0, then when R1 is hydrogen and R2 is unsubstituted phenyl or -CH 2

CH

2 CI, or when R' and R 2 , taken together form optionally substituted piperazinyl, morpholino, piperidinyl, or pyrrolidinyl, then Ring A is not optionally substituted piperidinyl, piperazinyl, morpholino, or pyrrolidinyl; ii) when X1 is CHR 4 , X 2 is SO 2 , and X 3 is CHR 4 , and R' and R 2 , taken together are piperazinyl, then Ring A is not unsubstituted phenyl; iii) when X1 and X 2 are CHR 4 , X 3 is 0, R' is hydrogen, and R 2 is -C(=0)CH 3 , then Ring A is not substituted furyl; iv) when X1 is S, X2 is CHR4, X 3 is CHR 4 ; or X1 is CHR4, X 2 is S, and X3 is

CHR

4 ; or X 1 and X 2 are CHR 4 and X 3 is S, then Ring A is not optionally substituted N-linked morpholino, pyrrolidinyl, piperazinyl, piperidinyl, or is not unsubstituted phenyl or cyclopropyl; v) when X' is CHR 4 , X 2 is NR 3 , X 3 is CHR 4 , and R' and R 2 are both methyl, then Ring A is not 6-methyl-2-pyridyl; 13 vi) when X1 is NR 3 , X 2 is C=O, X 2 is NR 3 , and R' and R 2 are both methyl, then Ring A is not unsubstituted phenyl; and vii) when X' and X 2 are CHR 4 , X 3 is NR 3 , R' is hydrogen, and R 2 is unsubstituted phenyl, then Ring A is not unsubstituted phenyl. [00291 In certain other embodiments, for compounds of the invention as described generally above and herein: a) when each of X', X 2 , X 3 , and X 4 is CHR 4 and p is 0 or 1, then at least one R 4 is other than hydrogen; b) when each of X 1 , X 2 , X 3 , and X 4 is CHR 4 and Ring A is a substituted or unsubstituted piperizinyl group, then at least one R 4 is other than hydrogen; c) when each of X1, X 2 , X 3 , and X 4 is CHR 4 , R1 is hydrogen, and R 2 is I H-indazol-3-yl, 7-fluoro-1 H-indazol-3-yl, 5-fluoro-1H-indazol-3-yl, 5,7-difluoro-1H-indazol-3-yl or 5 methyl-IH-pyrazolyl, and Ring A is an unsubstituted phenyl group or is a phenyl group substituted in the ortho position with Cl or CF 3 , then at least one R 4 is other than hydrogen; and d) 5(6H)-quinazolinone, 4-anilino-7,8-dihydro-2,7-diphenyl- and 5(6H)-quinazolinone, 4-anilino-7,8-dihydro-7,7-dimethyl-2-phenyl- are excluded. 100301 2. Compounds and Definitions: 100311 Compounds of this invention include those described generally above, and are further illustrated by the classes, subclasses, and species disclosed herein. As used herein, the following definitions shall apply unless otherwise indicated. For purposes of this invention, the chemical elements are identified in accordance with the Periodic Table of the Elements, CAS version, Handbook of Chemistry and Physics, 7 5 1h Ed. Additionally, general principles of organic chemistry are described in "Organic Chemistry", Thomas Sorrell, University Science Books, Sausalito: 1999, and "March's Advanced Organic Chemistry", 5 th Ed., Ed.: Smith, M.B. and March, J., John Wiley & Sons, New York: 2001, the entire contents of which are hereby incorporated by reference. [00321 As described herein, compounds of the invention may optionally be substituted with one or more substituents, such as are illustrated generally above, or as exemplified by particular classes, subclasses, and species of the invention. It will be appreciated that the phrase "optionally substituted" is used interchangeably with the phrase "substituted or unsubstituted." In general, the term "substituted", whether preceded by the term "optionally" or not, refers to the replacement of hydrogen radicals in a given structure with the radical of a specified 14 substituent. Unless otherwise indicated, an optionally substituted group may have a substituent at each substitutable position of the group, and when more than one position in any given structure may be substituted with more than one substituent selected from a specified group, the substituent may be either the same or different at every position. Combinations of substituents envisioned by this invention are preferably those that result in the formation of stable or chemically feasible compounds. The term "stable", as used herein, refers to compounds that are not substantially altered when subjected to conditions to allow for their production, detection, and preferably their recovery, purification, and use for one or more of the purposes disclosed herein. In some embodiments, a stable compound or chemically feasible compound is one that is not substantially altered when kept at a temperature of 40*C or less, in the absence of moisture or other chemically reactive conditions, for at least a week. 100331 The term "aliphatic" or "aliphatic group", as used herein, means a straight-chain (i.e., unbranched) or branched, substituted or unsubstituted hydrocarbon chain that is completely saturated or that contains one or more units of unsaturation, or a monocyclic hydrocarbon or bicyclic hydrocarbon that is completely saturated or that contains one or more units of unsaturation, but which is not aromatic (also referred to herein as "carbocycle" "cycloaliphatic" or "cycloalkyl"), that has a single point of attachment to the rest of the molecule. Unless otherwise specified, aliphatic groups contain 1-20 aliphatic carbon atoms. In some embodiments, aliphatic groups contain 1-10 aliphatic carbon atoms. In other embodiments, aliphatic groups contain 1-8 aliphatic carbon atoms. In still other embodiments, aliphatic groups contain 1-6 aliphatic carbon atoms, and in yet other embodiments aliphatic groups contain 1-4 aliphatic carbon atoms. In some embodiments, "cycloaliphatic" (or "carbocycle" or "cycloalkyl") refers to a monocyclic C 3

-C

8 hydrocarbon or bicyclic C 8

-C

1 2 hydrocarbon that is completely saturated or that contains one or more units of unsaturation, but which is not aromatic, that has a single point of attachment to the rest of the molecule wherein any individual ring in said bicyclic ring system has 3-7 members. Suitable aliphatic groups include, but are not limited to, linear or branched, substituted or unsubstituted alkyl, alkenyl, alkynyl groups and hybrids thereof such as (cycloalkyl)alkyl, (cycloalkenyl)alkyl or (cycloalkyl)alkenyl. [00341 The term "heteroaliphatic", as used herein, means aliphatic groups wherein one or two carbon atoms are independently replaced by one or more of oxygen, sulfur, nitrogen, phosphorus, or silicon. Heteroaliphatic groups may be substituted or unsubstituted, branched or unbranched, cyclic or acyclic, and include "heterocycle", "heterocyclyl", "heterocycloaliphatic", or "heterocyclic" groups. 15 [00351 The term "heterocycle", "heterocyclyl", "heterocycloaliphatic", or "heterocyclic" as used herein means non-aromatic, monocyclic, bicyclic, or tricyclic ring systems in which one or more ring members is an independently selected heteroatom. In some embodiments, the "heterocycle", "heterocyclyl", "heterocycloaliphatic", or "heterocyclic" group has three to fourteen ring members in which one or more ring members is a heteroatom independently selected from oxygen, sulfur, nitrogen, or phosphorus, and each ring in the system contains 3 to 7 ring members. [00361 The term "heteroatom" means one or more of oxygen, sulfur, nitrogen, phosphorus, or silicon (including, any oxidized form of nitrogen, sulfur, phosphorus, or silicon; the quaternized form of any basic nitrogen or; a substitutable nitrogen of a heterocyclic ring, for example N (as in 3,4-dihydro-2H-pyrrolyl), NH (as in pyrrolidinyl) or NR* (as in N-substituted pyrrolidinyl)). 100371 The term "unsaturated", as used herein, means that a moiety has one or more units of unsaturation. [00381 The term "alkoxy", or "thioalkyl", as used herein, refers to an alkyl group, as previously defined, attached to the principal carbon chain through an oxygen ("alkoxy") or sulfur ("thioalkyl") atom. 100391 The terms "haloalkyl", "haloalkenyl" and "haloalkoxy" means alkyl, alkenyl or alkoxy, as the case may be, substituted with one or more halogen atoms. The term "halogen" means F, Cl, Br, or I. [00401 The term "aryl" used alone or as part of a larger moiety as in "aralkyl", "aralkoxy", or "aryloxyalkyl", refers to monocyclic, bicyclic, and tricyclic ring systems having a total of five to fourteen ring members, wherein at least one ring in the system is aromatic and wherein each ring in the system contains 3 to 7 ring members. The term "aryl" may be used interchangeably with the term "aryl ring". The term "aryl" also refers to heteroaryl ring systems as defined hereinbelow. [00411 The term "heteroaryl", used alone or as part of a larger moiety as in "heteroaralkyl" or "heteroarylalkoxy", refers to monocyclic, bicyclic, and tricyclic ring systems having a total of five to fourteen ring members, wherein at least one ring in the system is aromatic, at least one ring in the system contains one or more heteroatoms, and wherein each ring in the system contains 3 to 7 ring members. The term "heteroaryl" may be used interchangeably with the term "heteroaryl ring" or the term "heteroaromatic". [00421 An aryl (including aralkyl, aralkoxy, aryloxyalkyl and the like) or heteroaryl (including heteroaralkyl and heteroarylalkoxy and the like) group may contain one or more 16 substituents. Suitable substituents on the unsaturated carbon atom of an aryl or heteroaryl group are selected from halogen; -R*; -OR*; -SR*; 1,2-methylene-dioxy; 1,2-ethylenedioxy; phenyl (Ph) optionally substituted with R'; -O(Ph) optionally substituted with R'; -(CH 2

)

1

-

2 (Ph), optionally substituted with R 0 ; -CH=CH(Ph), optionally substituted with R 0 ; -NO 2 ; -CN; -N(R*)2; -NR*C(O)R*; -NR*C(O)N(R*) 2 ; -NR*CO 2 R*; -NR*NR*C(O)R*;

-NR*NR*C(O)N(R)

2 ; -NR*NR'CO 2 R*; -C(O)C(O)R*; -C(O)CH 2 C(O)R*; -C0 2 R*; -C(O)R*;

-C(O)N(R*)

2 ; -OC(O)N(R*) 2 ; -S(O) 2 R*; -SO 2

N(R*)

2 ; -S(O)R*; -NR*SO 2

N(R*)

2 ; -NR*SO 2 R*;

-C(=S)N(R*)

2 ; -C(=NH)-N(R*) 2 ; or -(CH 2

)

0

-

2 NHC(O)R* wherein each independent occurrence of R* is selected from hydrogen, optionally substituted CI- 6 aliphatic, an unsubstituted 5-6 membered heteroaryl or heterocyclic ring, phenyl, -O(Ph), or -CH 2 (Ph), or, notwithstanding the definition above, two independent occurrences of R 0 , on the same substituent or different substituents, taken together with the atom(s) to which each R* group is bound, form a 3-8 membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur. Optional substituents on the aliphatic group of R* are selected from NH 2 , NH(CI.

4 aliphatic), N(C 1

.

4 aliphatic) 2 , halogen, C.4aliphatic, OH, O(Cl4aliphatic), NO 2 , CN, CO 2 H, C0 2

(C.

4 aliphatic), O(haloC14 aliphatic), or haloC 1 . 4 aliphatic, wherein each of the foregoing C14 aliphatic groups of R* is unsubstituted. [00431 An aliphatic or heteroaliphatic group, or a non-aromatic heterocyclic ring may contain one or more substituents. Suitable substituents on the saturated carbon of an aliphatic or heteroaliphatic group, or of a non-aromatic heterocyclic ring are selected from those listed above for the unsaturated carbon of an aryl or heteroaryl group and additionally include the following: =0, =S, =NNHR*, =NN(R*) 2 , =NNHC(O)R*, =NNHCO 2 (alkyl), =NNHSO 2 (alkyl), or =NR*, where each R* is independently selected from hydrogen or an optionally substituted

CI-

6 aliphatic. Optional substituents on the aliphatic group of R' are selected from NH 2 , NH(CI4 aliphatic), N(C 14 aliphatic) 2 , halogen, C14 aliphatic, OH, O(Cj.

4 aliphatic), NO 2 , CN,

CO

2 H, C02(CI4 aliphatic), O(halo CI4 aliphatic), or halo(C 1 .4 aliphatic), wherein each of the foregoing CI4 aliphatic groups of R* is unsubstituted. 100441 Optional substituents on the nitrogen of a non-aromatic heterocyclic ring are selected from -R*, -N(R*) 2 , -C(O)R*, -CO 2 R+, -C(O)C(O)R*, -C(O)CH 2 C(O)R*, -SO 2 R+,

-SO

2

N(R*)

2 , -C(=S)N(R*) 2 , -C(=NH)-N(R*) 2 , or -NR*SO 2 R+; wherein R* is hydrogen, an optionally substituted CI.6 aliphatic, optionally substituted phenyl, optionally substituted -O(Ph), optionally substituted -CH 2 (Ph), optionally substituted -(CH 2

)

1

-

2 (Ph); optionally substituted -CH=CH(Ph); or an unsubstituted 5-6 membered heteroaryl or heterocyclic ring 17 having one to four heteroatoms independently selected from oxygen, nitrogen, or sulfur, or, notwithstanding the definition above, two independent occurrences of R+, on the same substituent or different substituents, taken together with the atom(s) to which each R* group is bound, form a 3-8-membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur. Optional substituents on the aliphatic group or the phenyl ring of R* are selected from NH 2 , NH(C, 4 aliphatic), N(C 1 4 aliphatic) 2 , halogen, C 14 aliphatic, OH, O(C 14 aliphatic), NO 2 , CN, CO 2 H, CO 2

(C

14 aliphatic), O(halo C 14 aliphatic), or halo(C 14 aliphatic), wherein each of the foregoing C 1 4 aliphatic groups of R+ is unsubstituted. 100451 The term "alkylidene chain" refers to a straight or branched carbon chain that may be fully saturated or have one or more units of unsaturation and has two points of attachment to the rest of the molecule. [00461 As detailed above, in some embodiments, two independent occurrences of R' (or R+, or any other variable similarly defined herein), are taken together together with the atom(s) to which each variable is bound to form a 3-8-membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur. Exemplary rings that are formed when two independent occurrences of R 0 (or R+, or any other variable similarly defined herein) are taken together with the atom(s) to which each variable is bound include, but are not limited to the following: a) two independent occurrences of R' (or R*, or any other variable similarly defined herein) that are bound to the same atom and are taken together with that atom to form a ring, for example, N(R 0

)

2 , where both occurrences of R 0 are taken together with the nitrogen atom to form a piperidin-1-yl, piperazin-1-yl, or morpholin 4-yl group; and b) two independent occurrences of R 0 (or R*, or any other variable similarly defined herein) that are bound to different atoms and are taken together with both of those atoms to form a ring, for example where a phenyl group is substituted with two occurrences of ORO OR , these two occurrences of R* are taken together with the oxygen atoms to which they are bound to form a fused 6-membered oxygen containing ring: 0 . It will be appreciated that a variety of other rings can be formed when two independent occurrences of R' (or R*, or any other variable similarly defined herein) are taken together with the atom(s) to which each variable is bound and that the examples detailed above are not intended to be limiting. 18 100471 Unless otherwise stated, structures depicted herein are also meant to include all isomeric (e.g., enantiomeric, diastereomeric, and geometric (or conformational)) forms of the structure; for example, the R and S configurations for each asymmetric center, (Z) and (E) double bond isomers, and (Z) and (E) conformational isomers. Therefore, single stereochemical isomers as well as enantiomeric, diastereomeric, and geometric (or conformational) mixtures of the present compounds are within the scope of the invention. Unless otherwise stated, all tautomeric forms of the compounds of the invention are within the scope of the invention. Additionally, unless otherwise stated, structures depicted herein are also meant to include compounds that differ only in the presence of one or more isotopically enriched atoms. For example, compounds having the present structures except for the replacement of hydrogen by deuterium or tritium, or the replacement of a carbon by a "C- or 1 4 C-enriched carbon are within the scope of this invention. Such compounds are useful, for example, as analytical tools or probes in biological assays. 10048] 3. Description of Exemplary Compounds: [00491 In certain embodiments, the present invention provides a compound wherein p is 0 or 1. In certain other embodiments, p is 0. Or, p is 1. Or, in certain embodiments, p is 2. [00501 In other embodiments, the present invention provides a compound wherein Ring A is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R 8 , wherein R 7 and R' are as defined above. [00511 In one embodiment of formula I, X1, X 2 , and X 4 are CH 2 , and X 3 is CH-Me or N

(C

14 alkyl), N-benzyl, p is 0, 1 or 2, R' is methyl and R 2 is furan-2-ylmethyl, dimethylaminoethyl, or methyl, or R' and R 2 taken together form piperidinyl, piperazinyl, 4 methylpiperidinyl, 4-C 14 alkoxypiperidinyl, morpholinyl, 4-carboxy-C 14 alkylpiperazinyl, or 4

C

14 alkylsulfonylpiperazinyl, and ring A is 2-hydroxyphenyl, 2-hydroxy-6-fluorophenyl, phenyl-2-disodium phosphate, or pyrrolyl. [00521 In one embodiment of formula I, X , X2 , and X4 are CH 2 , and X 3 is CH-Me or N Me, p is 1, R1 is methyl and R2 is furan-2-ylmethyl or methyl, or R1 and R 2 taken together form piperidinyl, 4-methylpiperidinyl, morpholinyl, or 4-C 14 alkylsulfonylpiperazinyl, and ring A is 2-hydroxyphenyl or 2-hydroxy-6-fluorophenyl. 19 [00531 In one embodiment of formula I, X1, X 2 , and X 4 are CH 2 , and X 3 is CH-Me, p is 1, R' is methyl and R 2 is furan-2-ylmethyl or methyl, or R1 and R 2 taken together form piperidinyl, 4-methylpiperidinyl, or 4-CI.

4 alkylsulfonylpiperazinyl, and ring A is 2 hydroxyphenyl or 2-hydroxy-6-fluorophenyl. [0054] In one embodiment of formula I, X', X 2 , and X 4 are CH 2 , and X 3 is CH-Me, p is 1, R' and R 2 taken together form 4-methylpiperidinyl or 4 -CI.4 alkylsulfonylpiperazinyl, and ring A is 2-hyhdroxy or 2-hydroxy-6-fluorophenyl. [00551 In one embodiment of formula I, X', and X 2 are CH 2 , X 4 is CHOH or CH 2 , and X 3 is

CH

2 , CH-Me, or C(O)-Me, p is 1, R' is methyl and R 2 methyl or methylaminoethyl, or R1 and

R

2 taken together form 1-piperidinyl, 1-piperazinyl, or 4-methylpiperazinyl, and ring A is 2 hydroxyphenyl, 2-fluorophenyl, or 1-pyrrolyl. [0056] In one embodiment of formula I, X', X 2 , and X 4 are CH 2 , and X 3 is CH 2 or CH-Me, p is 1, R1 is methyl and R 2 methyl or methylaminoethyl, or R1 and R2 taken together form I piperazinyl or 4-methylpiperazinyl, and ring A is 2-hydroxyphenyl or 1-pyrrolyl. [0057] In one embodiment of formula I, X' and X 4 are CH 2 , X 2 is CH 2 , CHMe, or C(O)OMe, and X 3 is N-benzyl, N-(3-methoxybenzyl), N-(4-carboxymethylbenzyl), CH 2 , or CH-Me, p is 1, R' is methyl or benzyl and R 2 is methyl or dimethylaminoethyl, or R' and R 2 taken together form a 1-piperazinyl, 1-piperidinyl, 4-carboxyethylpiperazinyl, 4-CI.4 alkylsulfonyl piperazinyl, 4-methylpiperidinyl, 4-methoxypiperidinyl, 4-methylpiperazinyl, 3 diethylaminocarbonylpiperidinyl, or morpholinyl, and ring A is 2-hydroxyphenyl, 2 methoxyphenyl, or 1-pyrrolyl. [0058] In one embodiment of formula I, X', X 2 , and X 4 are CH 2 , and X 3 is N-benzyl, N-(3 methoxybenzyl), N-(4-carboxymethylbenzyl), CH 2 , or CH-Me, p is 1, R1 is methyl or benzyl and R 2 is methyl or dimethylaminoethyl, or R' and R 2 taken together form a I -piperazinyl, 1 piperidinyl, 4-carboxyethylpiperazinyl, 4-CI.

4 alkylsulfonyl piperazinyl, 4-methylpiperidinyl, 4 methoxypiperidinyl, 3-diethylaminocarbonylpiperidinyl, or morpholinyl, and ring A is 2 hydroxyphenyl, 2-methoxyphenyl, or 1-pyrrolyl. [0059] In one embodiment of formula I, X', X 2 , and X 4 are CH 2 , and X 3 is N-benzyl, N-(3 methoxybenzyl), N-(4-carboxymethylbenzyl), or CH-Me, p is 1, R' is methyl or benzyl and R2 is methyl or dimethylaminoethyl, or R' and R 2 taken together form a 4-CI4 alkylsulfonyl piperazinyl, 4-methylpiperidinyl, or 3-diethylaminocarbonylpiperidinyl, and ring A is 2 hydroxyphenyl or 2-methoxyphenyl. [0060] In one embodiment of formula I, X 1 , X 2 , and X 4 are CH 2 , and X 3 is N-(3 methoxybenzyl) or CH-Me, p is 1, R1 and R2 are both methyl, or R1 and R taken together form 20 a 4-methylsulfonylpiperazinyl or 4-ethylsulfonylpiperazinyl, and ring A is 2-hydroxyphenyl or 2-methoxyphenyl. [00611 In one embodiment of formula I, X', X 2 , and X 4 are CH 2 , and X 3 is CH 2 or CH-Me, p is 1, R1 and R2 each are methyl or R' and R2 taken together form I -piperazinyl, and ring A is 2-hydroxyphenyl or 1-pyrrolyl. 100621 In certain embodiments, the present invention provides a compound of formula I': R1. N'R 2 N (R 4) I' or a pharmaceutically acceptable salt thereof, wherein: R1 and R2 are each independently hydrogen, or an optionally substituted group selected from C 1

-

6 aliphatic, a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; or R' and R2, taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, wherein R', R2, or any ring formed by R' and R 2 taken together, are each independently optionally substituted at one or more carbon atoms with 0-4 occurrences of -R 5 , and at one or more substitutable nitrogen atoms with -- R 6 ; Ring A is a 5-6 membered monocyclic or 8-10 membered bicyclic aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R ; x is 0-6; p is 0, 1, or 2; and each occurrence of R 4 , R 5 , and R 7 is independently Q-Rx; wherein Q is a bond or is a

CI-C

6 alkylidene chain wherein up to two non-adjacent methylene units of Q are optionally and independently replaced by CO, C0 2 , COCO, CONR, OCONR, NRNR, NRNRCO, NRCO,

NRCO

2 , NRCONR, SO, SO 2 , NRSO 2 , SO 2 NR, NRSO 2 NR, 0, S, or NR; each occurrence of R is independently selected from hydrogen or an optionally substituted C 1 6 aliphatic group; 21 each occurrence of R' is independently selected from hydrogen or an optionally substituted group selected from C 1

.

8 aliphatic, C 6

-

10 aryl, a heteroaryl ring having 5-10 ring atoms, or a heterocyclyl ring having 3-10 ring atoms, or wherein R and R' taken together with the atom(s) to which they are bound, or two occurrences of R' taken together with the atom(s) to which they are bound, form a 5-8 membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; and each occurrence of R 6 or R 8 is independently R', -COR', -CO 2 (CI-6 aliphatic),

-CON(R')

2 , or -SO 2 R'. [00631 In certain other embodiments, for compounds of formula I' describe generally above and herein: a) when p is 0 or 1, then at least one R 4 is other than hydrogen; b) when Ring A is a substituted or unsubstituted piperizinyl group, then at least one R4 is other than hydrogen; c) when R' is hydrogen and R 2 is IH-indazol-3-yl, 7-fluoro-lH-indazol-3-yl, 5-fluoro 1 H-indazol-3-yl, 5,7-difluoro- I H-indazol-3-yl or 5-methyl-I H-pyrazolyl, and Ring A is an unsubstituted phenyl group or is a phenyl group substituted in the ortho position with Cl or CF 3 , then at least one R 4 is other than hydrogen; and d) 5(6H)-quinazolinone, 4-anilino-7,8-dihydro-2,7-diphenyl- and 5(6H)-quinazolinone, 4-anilino-7,8-dihydro-7,7-dimethyl-2-phenyl- are excluded. [00641 As described generally above for compounds of formula I', p is 0, 1, or 2, and thus compounds have the structure shown in formula I-A, I-B, or I-C: R1N'R2

RZN'R

2 R1.N ' R 2 NR4) (R4 N (R4. N a N )N A N' A I-A I-B I-C [00651 In certain preferred embodiments of formula I', p is I and compounds have the structure as shown in I-B. 100661 In one embodiment of formula I-B: (i) ring A is pyrrolyl, pyridyl, fluorophenyl, hydroxyphenyl, acyloxyphenyl, hydroxy fluorophenyl, methoxyphenyl, phenyl -phosphate disodium salt, methylpiperidyl, ethyl-carbamic acid phenyl ester; (ii) x is 0-2, and R 4 is C14 alkyl optionally substituted with hydroxy,C 1

.

4 alkoxy, or halo, hydroxy, C 1

.

4 alkylcarbonyloxy or carbo(C.4alkoxy); 22 (iii) R' is hydrogen, CI4 alkyl, or benzyl, and R 2 is C 1 4 alkyl, di(C 14 alkyl)amino-C.

4 alkyl, 2-(2'-tetrahydrofuranyl)methyl, 2-hydroxy-1 -methyl-ethyl, or imidazol-5-yl-ethyl, or (iii) R' and R 2 taken together form a ring selected from N-pyrrolidinyl, N-piperidinyl, N-piperazinyl, morpholinyl, thiomorpholinyl, (C14 alkyl)sulfonylpiperazinyl, wherein said ring is optionally substituted with up to 3 substituents selected from halo, oxo, hydroxy, trifluoromethyl, -0- CI4 alkyl, C 14 alkyl optionally substituted with hydroxy, amino, aminocarbonyl, di(C.

4 alkyl)aminocarbonyl, or carboxy. [00671 In one embodiment of formula I-B: (i) ring A is 1-pyrrolyl, 2-pyridyl, 2-fluorophenyl, 2-hydroxyphenyl, 2-acyloxyphenyl, 2-hydroxy-6-fluorophenyl, 2-methoxyphenyl, phenyl-2-phosphate disodium salt, or 4 methylpiperidyl, 2- ethyl-carbamic acid phenyl ester (ii) x is 0, or x is 1 and R 4 is 6-methyl, 7-methyl, 8-hydroxy, or 2-t-butylcarbonyloxy, or x is 2, and R 4 is 6-carboxymethyl and 7-carboxymethyl; (iii) R' is hydrogen, methyl, ethyl, or benzyl, and R 2 is methyl, ethyl, dimethylaminoethyl, 2-(2'-tetrahydrofuranyl)methyl, 2-hydroxy-1-methyl-ethyl, methylaminoethyl, imidazol-5-yl-ethyl, or (iii) R' and R 2 taken together form 4-methoxypiperidinyl, N-pyrrolidinyl, 3 trifluoromethyl- I -pyrrolidinyl, 4-butylsulfonyl-piperazinyl, I -piperidinyl, 1 -piperazinyl, 4 methylpiperidinyl, 4-hydroxypiperidinyl, 4-morpholinyl, 4-methylsulfonylpiperazinyl, 4 ethylsulfonylpiperazinyl, 4-isopropylsulfonylpiperazinyl, N-piperidinyl, 3 diethylaminocarbonyl- 1 -piperidinyl, 4-oxo-piperidinyl, 3-aminocarbonyl-piperidinyl, 4 methylpiperazinyl, or 4-carboxyethyl-piperazinyl. [00681 In one embodiment of formula I-B, ring A is 2-pyridyl, 2-fluorophenyl, 2 hydroxyphenyl, 2-acyloxyphenyl, 2-hydroxy-6-fluorophenyl, 2-methoxyphenyl, or 4 methylpiperidyl, x is 0, or x is 1 and R 4 is 6-methyl, 7-methyl, or 8-hydroxy, R' is methyl, ethyl, or benzyl, and R2 is methyl, ethyl, dimethylaminoethyl, or 2-(2' tetrahydrofuranyl)methyl, or R' and R 2 taken together form 4-methoxypiperidinyl, N pyrrolidinyl, 4-butylsulfonyl-piperazinyl, piperidinyl, 4-methylpiperidinyl, 4 hydroxypiperidinyl, 4-morpholinyl, 4-methylsulfonylpiperazinyl, 4-ethylsulfonylpiperazinyl, N-piperidinyl, 3 -diethylaminocarbonyl- I -piperidinyl, or 4-carboxyethyl-piperazinyl 100691 In one embodiment of formula I-B, ring A is 2-pyridyl, 2-hydroxyphenyl, 2 acyloxyphenyl, 2-hydroxy-6-fluorophenyl, or 4-methylpiperidyl, x is 0, or x is I and R 4 is 7 methyl, R' is methyl and R 2 is methyl or 2-(2'-tetrahydrofuranyl)methyl, or R' and R 2 taken together form 4-butylsulfonyl-piperazinyl, piperidinyl, 4-methylpiperidinyl, 4-morpholinyl, 4 23 methylsulfonylpiperazinyl, 4-ethylsulfonylpiperazinyl, 4-piperidinyl, or 4-carboxyethyl piperazinyl. [00701 In one embodiment of formula I-B, ring A is 2-hydroxyphenyl, R' and R 2 , taken together, form a 1-piperidinyl ring, x is 1, and R 4 is 7-methyl. 100711 In certain preferred embodiments of any of formulae I', I-A, I-B, and I-C, neither R nor R 2 is hydrogen, and R' and R 2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted CI4 aliphatic group, wherein one or more methylene units in the Ci4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 In more preferred embodiments of any of formulae I', I-A, I-B, and I-C, both R' and R 2 are each independently an optionally substituted C14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . In yet other preferred embodiments of any of formulae I', I-A, I-B, and I-C, when R' and R2 are each independently an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 1 4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 , preferred R' and R 2 groups are each independently optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2

CH

3 , (CH 2

)

2 0CH 3 ,

CH

2

(CO)OCH

2

CH

3 , CH 2

(CO)OCH

3 , CH(CH 3

)CH

2

CH

3 , or t-butyl, or n-butyl. Most preferred R' and R2 groups of any of formulae I', I-A, I-B, and I-C include those shown below in Table 2. 100721 In other preferred embodiments of any of formulae I', I-A, I-B, and I-C, one of R' or R 2 is hydrogen and the other of R' or R 2 is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur. In other embodiments, one of R' or R 2 is hydrogen, and the other of R, or R2 is an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the Ci. 4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . 100731 For those embodiments described above and herein where R' or R 2 is a 5- or 6 membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, or a 3-7 24 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, preferred R 1 and R 2 groups are selected from: (N ( N ) N N a b c d (R5)z (R5)z (R 5 ) z (R)z N-R ,N R5 N N e f g h R6 R 5 N N s (R)z (R5)z j k

~((R

5 )z N N N\ NN /A4NNN m n 6 p R N 'N R5 R5 R5

(R

5 )z N N )z z ( R6 R6 U v w x N N N R 6 r N~ ----(R5)z) (R5)z O (R5)z (R) y z aa bb wherein each Rs and R 6 are as previously defined and each z is independently 0-4. Most preferred rings include those shown below in Table 2. 25 100741 In still other embodiments, for compounds of any of formulae I', I-A, I-B, and I-C, R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl ring having 1-3 heteroatoms independently selected from nitrogen or oxygen. In certain preferred embodiments of any of formulae I', I-A, I-B, and I-C, R' and R 2 are taken together with the nitrogen atom to which they are bound and form a 3 8 membered heterocyclyl group selected from: (RS) / (RS)z (R5)z N zNo N cc dd ee (R~z(RS)z (5)z ff gg hh wherein each R 5 and R 6 are as previously defined and each z is independently 0-4. [00751 In other preferred embodiments, for compounds of any of formulae I', I-A, I-B, and I-C, R' and R 2 taken together are optionally substituted pyrrolidin-1-yl (ff), piperidinl-yl (dd), piperazin-1-yl (cc), or morpholin-4-yl (ee). [00761 In preferred embodiments of any of formulae I', I-A, I-B, and I-C, z is 0-2. In other preferred embodiments of any of formulae I', I-A, I-B, and I-C, z is 0 and the ring is unsubstituted. 100771 Preferred R 5 groups of any of formulae I', I-A, I-B, and I-C, when present, are independently halogen, CN, NO 2 , or an optionally substituted group selected from Ci.

6 alkyl, aryl, aryl(Cl.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR',

-(CH

2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , or -S(O) 2

N(R')

2 . In more preferred embodiments of any of formulae I', I-A, I-B, and I-C, R 5 groups are each independently Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 ,

-O(CH

2

)

2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2

NH

2 , SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from CI4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 5 groups include those shown below in Table 2. 100781 In preferred embodiments of any of formulae I', I-A, I-B, and I-C, R 6 groups are independently hydrogen, or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(CI.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , -CH 2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', 26

-(CH

2

)

2 SR', -COR', -CON(R') 2 , or -S(O) 2

N(R')

2 . In more preferred embodiments of any of formulae I', I-A, I-B, and I-C, R6 groups are each independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(Ci-C 4 alkyl), -CH 2 OH, -SO 2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl. Most preferred R 6 groups of any of formulae I', I-A, I-B, and I-C include those shown below in Table 2. [00791 In preferred embodiments of any of formulae I', I-A, I-B, and I-C, x is 0, 1, or 2 and each R 4 is independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(CI.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR',

-CH

2 SR', COOR', -NRCOR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , or -S(0) 2

N(R')

2 . In more preferred embodiments of any of formulae I', I-A, I-B, and I-C, each

R

4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2

NH

2 ,

SO

2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 1 4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. In still other preferred embodiments of any of formulae I', I-A, I-B, and I-C, two occurrences of R 4 , taken together form an optionally substituted 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur. In some preferred embodiments of any of formulae I', I-A, I-B, and I-C, two occurrences of R 4 , taken together form a cycloalkyl group and compounds have the structure as shown in formula I-B-i: R1 N'R 2 N (R N ®A I-B-i [00801 Other preferred R 4 groups of any of formulae I', I-A, I-B, and I-C include those shown below in Table 2. [00811 In certain embodiments, for compounds of any of formulae I', I-A, I-B, and I-C, Ring A is a phenyl, pyridinyl, pyrimidinyl, pyridazinyl, pyrazinyl, pyrrolyl, piperidinyl, indolyl, indazolyl, benzotriazolyl, pyrazolyl, benzopyrazolyl, imidazolyl, benzimidazolyl, thiazolyl, benzthizolyl, oxazolyl, benzoxazolyl, isoxazolyl, benzisoxazolyl, isothiazolyl, benzisothiazolyl, triazolyl, benzotriazolyl, thiadiazolyl, thienyl, benzothienyl, furanoyl, benzofuranoyl, or triazinyl ring, each optionally substituted at one or more carbon atoms with 0-5 occurrences of -R , and at one or more substitutable nitrogen atoms with -R . It will be appreciated that Ring A can be attached to the pyrimidinyl ring through any available carbon or nitrogen atom (e.g., a 27 thiazole ring can be attached in the 2-, 4-, or 5-position). In certain preferred embodiments of any of formulae I', I-A, I-B, and I-C, Ring A is optionally substituted phenyl, 2-pyridyl, 3 pyridyl, or 4-pyridyl: / ' N 7) -(:~ -,7yT-(RI ~ (RI~ a b c d wherein each y is independently 0-5 and R 7 is as defined generally above and herein. [00821 In preferred embodiments of any of formulae I', I-A, I-B, and I-C, y is 0-2. In other preferred embodiments of any of formulae I', I-A, I-B, and I-C, y is 0 and Ring A is unsubstituted. In preferred embodiments of any of formulae I', I-A, I-B, and I-C, R 7 groups are independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(CI.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , or

-S(O)

2

N(R')

2 . In more preferred embodiments of any of formulae I', I-A, I-B, and I-C, R 7 groups are each independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2

NH

2 ,

SO

2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from CI4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 7 groups of any of formulae I', I-A, I-B, and I-C, include those shown below in Table 2. 100831 In preferred embodiments of any of formulae I', I-A, I-B, and I-C, R 8 groups are independently hydrogen, or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(C 1

.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , -CH 2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R',

-(CH

2

)

2 SR', -COR', -CON(R') 2 , or -S(0) 2

N(R')

2 . In more preferred embodiments of any of formulae I', I-A, I-B, and I-C, R 8 groups are each independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(C-C 4 alkyl), -CH 2 OH, -SO 2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl. Most preferred R 8 groups of any of formulae I', I-A, I-B, and I-C include those shown below in Table 2. [00841 In another embodiment, Ring A is optionally substituted phenyl and compounds of formula II are provided: 28 RI

.R

2 RN'g ( R 4 ) - -( R N II 1 2 wherein R', R , R 4 , R 7 , p, and y are as defined generally and in subsets above and herein. [00851 In certain other preferred embodiments, for compounds of formula I-A, I-B, or I-C, Ring A is phenyl and compounds have the structure shown in formula II-A, II-B, or II-C. RNR2 R 1N'R 2 RN 'R 2 (4 N (R)N (4 N N( ( (R - (R )Y (R()y II-A I-B II-C [00861 In certain preferred embodiments for compounds of any of formulae II, II-A, II-B, or II-C, neither R1 nor R 2 is hydrogen, and R' and R 2 are each independently selected from a 5 or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S; a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted C 1

.

4 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 In more preferred embodiments of any of formulae II, II-A, II-B, or II-C, both R' and R 2 are an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . In yet other preferred embodiments of any of formulae II, II-A, II-B, or II-C, when R1 and R2 are an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 , preferred R' and R 2 groups are optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2

CH

3 ,

(CH

2

)

2 0CH 3 , CH 2

(CO)OCH

2

CH

3 , CH 2

(CO)OCH

3 , CH(CH 3

)CH

2

CH

3 , or t-butyl, or n-butyl. Most preferred R' and R 2 groups of any of formulae II, II-A, II-B, or Il-C include those shown below in Table 2. 29 100871 In other preferred embodiments of any of formulae II, II-A, II-B, or Il-C, one of R' or R2 is hydrogen and the other of R' or R 2 is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur. In other embodiments of any of formulae II, II-A, I-B, or II-C, one of R' or R 2 is hydrogen, and the other of R' or R 2 is an optionally substituted Cia aliphatic group, wherein one or more methylene units in the Ci4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . 100881 For those embodiments described above and herein where R' or R2 is a 5- or 6 membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, preferred R1 and R 2 groups are selected from: N6 5(R N { (R) -(R )z N NZ ' (RS)z N N a b c d (R5)z (R5)z (RS)z (RS)z N N=/ N'R5N N' N N e f g h R 6

R

5 N N N s (R5)z (RS)z RR60 0 k R5 R 5

R

5 /N N I N N S XLO S' m n 0 P R5 R5 R5 Sk N N O N S N N (R5)z q r s t 30 R6 r N ('N O (~(R5) (R5 ) ) R6 Re U V w x R6 N> (N>, (R5) (R5)z (R5)z -R~ y z aa bb wherein each R 5 and R 6 are as previously defined and each z is independently 0-4. Most preferred rings include those shown below in Table 2. 10089] In still other embodiments, for compounds of any of formulae II, II-A, II-B, or II C, R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl ring having 1-3 heteroatoms independently selected from nitrogen or oxygen. In certain preferred embodiments of any of formulae II, II A, II-B, or II-C, R' and R 2 are taken together with the nitrogen atom to which they are bound and form a 3-8 membered heterocyclyl group selected from: R5)z N R 5 )z N R5)z N'R6 cc dd ee NN (N (R5)z (RS)z ff gg hh wherein each of R 5 and R6 are as previously defined and each z is independently 0-4. [00901 In other preferred embodiments, for compounds of any of formulae II, II-A, II-B, or II-C, R1 and R 2 taken together are optionally substituted pyrrolidin-I-yl (ff), piperidinl-yl (dd), piperazin-1-yl (cc), or morpholin-4-yl (ee). [00911 In preferred embodiments of any of formulae II, II-A, II-B, or II-C, z is 0-2. In other preferred embodiments of any of formulae II, II-A, II-B, or II-C, z is 0 and the ring is unsubstituted. 100921 Preferred R 5 groups of any of formulae II, II-A, II-B, or Il-C, when present, are independently halogen, CN, NO 2 , or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(CI-6)alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', 31

-(CH

2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , or -S(0) 2

N(R')

2 . In more preferred embodiments of any of formulae II, II-A, II-B, or II-C, R 5 groups are each independently Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 ,

-O(CH

2

)

2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2

NH

2 , SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 5 groups of any of formulae II, Il-A, II-B, or Il-C include those shown below in Table 2. [00931 In preferred embodiments of any of formulae II, II-A, II-B, or II-C, R groups are independently hydrogen, or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(CI-6) alkyl, -N(R') 2 , -CH 2

N(R')

2 , -CH 2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R',

-(CH

2

)

2 SR', -COR', -CON(R') 2 , or -S(O) 2

N(R')

2 . In more preferred embodiments of any of formulae II, II-A, II-B, or II-C, R 6 groups are each independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(CI-C 4 alkyl), -CH 2 OH, -SO 2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl. Most preferred R 6 groups of any of formulae II, II-A, II-B, or II-C include those shown below in Table 2. 100941 In preferred embodiments of any of formulae II, Il-A, II-B, or 1I-C, x is 0, 1, or 2 and each R4 is independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(C 1

.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR',

-CH

2 SR', COOR', -NRCOR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , or

-S(O)

2

N(R')

2 . In more preferred embodiments of any of formulae II, II-A, II-B, or Il-C, each R3 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2

NH

2 ,

SO

2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from CI4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. In still other preferred embodiments of any of formulae II, II-A, II-B, or II-C, two occurrences of R4, taken together form an optionally substituted 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur. In some preferred embodiments of any of formulae II, II-A, I-B, or II-C, two occurrences of R4, taken together form a cycloalkyl group and compounds have the structure as shown in formula II-B-i: RR N (R -1 7-(R 7) II-B-i 32 100951 Other preferred R 4 groups of any of formulae II, II-A, II-B, or II-C include those shown below in Table 2. 100961 In preferred embodiments, y is 0-2. In other preferred embodiments, y is 0 and Ring A is unsubstituted. In preferred embodiments, R 7 groups are independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(C 1

.

6 )alkyl,

-N(R')

2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2

)

2

N(R')

2 ,

-(CH

2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , or -S(O) 2

N(R')

2 . In more preferred embodiments, R 7 groups are each independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH,

NH

2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH,

-NHCOCH

3 , -SO 2

NH

2 , SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 7 groups include those shown below in Table 2. 100971 In yet other preferred embodiments y is 1 and compounds have the general formula III: R1N' R 2 4)xN R N III wherein R', R 2 , R 4 , x, and p are described generally above and herein, and R 7 is halogen, CN,

NO

2 , or an optionally substituted group selected from C14 alkyl, aryl, aralkyl, -N(R') 2 ,

-CH

2

N(R')

2 , -OR', -CH 2 OR', -SR', -CH 2 SR', -COOR', -NRCOR', -CON(R') 2 , or

-S(O)

2 N(R')2. 100981 In other preferred embodiments p is 0, 1, or 2, and compounds have the structure of formula III-A, III-B, or III-C: R11R R1R 2 R11 .R 2 N' N' N' (R 4Rx N R 7 N R 7 4)xN R 7 (R4x (4) (R4 N N N III-A III-B III-C wherein R1, R 2

R

4 , and x are described generally above and herein, and each R 7 is independently halogen, CN, NO 2 , or an optionally substituted group selected from C14 alkyl, 33 aryl, aralkyl, -N(R') 2 , -CH 2

N(R')

2 , -OR', -CH 2 OR', -SR', -CH 2 SR', -COOR', -NRCOR',

-CON(R')

2 , or -S(0) 2

N(R')

2 . [00991 In one embodiment of formula III-A, x is 0, R' is hydroxy, R' and R 2 are both C 1 4 alkyl, or R1 and R 2 , taken together, form a pyrrolidyl, piperidinyl, or morpholinyl ring. In another embodiment of formula IIIA, x is 0, R 7 is hydroxy, R' and R 2 are both methyl, or R1 and R 2 , taken together, form a pyrrolidyl or piperidinyl ring. Or, in another embodiment, x is 0,

R

7 is hydroxy, R1 and R 2 are both methyl, or R' and R 2 , taken together, form a pyrrolidyl ring. [001001 In one embodiment of formula III-B, 1001011 In still other preferred embodiments compounds of the invention are defined according to formula III, 111-A, III-B, or 111-C and one or more of, or all of, R, R 2 , R 4 or x are further defined according to one or more of, or all of, the following groups: a. R 1 and R 2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted C.

4 aliphatic group, wherein one or more methylene units in the C.

4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR,

SO

2 (NR), or (NR)S0 2 ; and b. x is 0, 1, or 2, and R 4 is hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 ,

-CH

2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2

)

2

N(R')

2 ,

-(CH

2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , or -S(0) 2

N(R')

2 . [001021 In still other preferred embodiments compounds of the invention are defined according to formula III, III-A, III-B, or III-C and one or more of, or all of, R', R 2 , R 4 , x, or

R

7 are further defined according to one or more of, or all of, the following groups: a. R' and R 2 are each independently optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2

CH

3 , (CH 2

)

2 0CH 3 ,

CH

2

(CO)OCH

2

CH

3 , CH 2

(CO)OCH

3 , CH(CH 3

)CH

2

CH

3 , or t-butyl, or n-butyl; and b. x is 0, 1, or 2, and each R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CONH 2 ,

-COOCH

3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2

NH

2 , SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C.

4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. 34 1001031 In still other preferred embodiments compounds of the invention are defined according to formula III, III-A, III-B, or III-C and one or more of, or all of, R', R 2 , R 4 , x, or R are further defined according to one or more of, or all of, the following groups: a. R 1 and R 2 are each independently optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2

CH

3 , (CH 2

)

2 0CH 3 ,

CH

2

(CO)OCH

2

CH

3 , CH 2

(CO)OCH

3 , CH(CH 3

)CH

2

CH

3 , or t-butyl, or n-butyl; b. x is 0, 1, or 2, and each R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CONH 2 ,

-COOCH

3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2

NH

2 , SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy; and c. R 7 is Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 ,

-SO

2

NH

2 , SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. 1001041 In one embodiment, formula III-C has one or more of the following features: (i) R 7 is hydroxy; (ii) R' and R 2 are both C14 alkyl, preferably, methyl, or R' and R 2 , taken together, form a pyrrolinyl ring or morpholinyl ring; and (iii) x is 0. 1001051 In certain embodiments, the present invention provides a compound of formula IV: R. .N' R 2 X1 X2'X N X4 N P A IV or a pharmaceutically acceptable salt thereof, wherein: p is 0, 1 or 2; X 1, X2, X 3 and X4 are each independently selected from NR 3 , C=0, CHR 4 , S, 0, S=O, or SO 2 , as valency and stability permit, provided that that X', X2, X 3 and X 4 are not each simultaneously CHR 4 ; 35 R' and R 2 are each independently hydrogen, or an optionally substituted group selected from C 1

-

6 aliphatic, a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; or R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, wherein R', R 2 , or any ring formed by R' and R 2 taken together, are each independently optionally substituted at one or more carbon atoms with 0-4 occurrences of -R 5 , and at one or more substitutable nitrogen atoms with -R 6 ; Ring A is a 5-6 membered monocyclic or 8-10 membered bicyclic aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R 8 ; each occurrence of R 4 , R 5 , and R 7 is independently Q-RX; wherein Q is a bond or is a

C

1

-

6 alkylidene chain wherein up to two non-adjacent methylene units of Q are optionally and independently replaced by CO, C0 2 , COCO, CONR, OCONR, NRNR, NRNRCO, NRCO,

NRCO

2 , NRCONR, SO, SO 2 , NRSO 2 , SO 2 NR, NRSO 2 NR, 0, S, or NR; each occurrence of Rx is independently selected from R', halogen, NO 2 , or CN; each occurrence of R is independently selected from hydrogen or an optionally substituted C 1

.

6 aliphatic group; each occurrence of R' is independently selected from hydrogen or an optionally substituted group selected from C .

8 aliphatic, C 6

-

10 aryl, a heteroaryl ring having 5-10 ring atoms, or a heterocyclyl ring having 3-10 ring atoms, or wherein R and R' taken together with the atom(s) to which they are bound, or two occurrences of R' taken together with the atom(s) to which they are bound, form a 5-8 membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; and each occurrence of R 3 , R 6 or R 8 is independently R', -COR', -C0 2

(C

1 .6 aliphatic),

-CON(R')

2 , or -SO 2 R'. 100106] In certain embodiments, for compounds of formula IV: a) R' is not hydrogen when R 2 is optionally substituted indazol-3-yl; b) R' is not hydrogen when R 2 is optionally substituted pyrazol-3-yl; c) R' is not hydrogen when R2 is 1,2,4-triazol-3-yl; d) when p is 1, then: 36 i) when R' and R2, taken together with the nitrogen atom, is N-morpholino, and Ring A is unsubstituted phenyl, then XI, X 2 , X 3 and X 4 are not, respectively: 1) CH 2 , CH(CH 2 )Ph, NR 3 , and CHCH 3 ; 2) CH 2 , CH 2 , CH 2 , and S; 3) CH 2 , S, CH 2 , and S; 4) CH 2 , CH 2 , S, and CH 2 ; 5) CH 2 , CHMe, S, and CH 2 ; or 6) CHMe, CH 2 , N(CH 2 )Ph, and CH 2 ; ii) R' is not hydrogen, and R2 is not CH 2 Ph, (CH 2

)

2 0(CH 2

)

2 0H, or -CH 2 (1,3 benzodioxol-5-yl) when Ring A is imidazol-1-yl; iii) when R1 and R 2, taken together with the nitrogen atom, is N-piperidinyl then: 1) when X1, X 2 and X 3 are CH 2 , and X 4 is S, then Ring A is not unsubstituted phenyl;and 2) when X 1 , X 2 and X 4 are CH 2 ; and X 3 is S, then Ring A is not unsubstituted phenyl; iv) when RI and R 2 , taken together with the nitrogen atom, is N-piperizinyl, X1,

X

2 and X 3 are CH 2 ; and X 4 is S, then Ring A is not 3-NO 2 Ph, 4-pyridinyl, or unsubstituted phenyl; v) when one of X1, X 2 , X 3 or X 4 is NR 3 and the others of X1, X 2 , X 3 or X4 are each CH 2 , and R1 and R2 are each Me, H, CH 2 Ph, or (CH 2

)

2 NMe 2 , then Ring A is not pyrid-2-yl substituted at the 6-position; vi) when X , X2, and X are each CH 2 , X is S, R' is H, and R2 is -CH 2 -C-CH, then Ring A is not unsubstituted phenyl; vii) when X1 is NMe; X2, X3 and X4 are each CH2, R1 is H, and R2 is unsubstituted phenyl, then Ring A is not unsubstituted phenyl; and viii) when X', X2 and X 4 are each CH 2 ; X 3 is S, R' and R 2 are each Me, then Ring A is not unsubstituted phenyl; and e) when p is 0, then: i) when X1 is CH 2 , X 2 is NR 3 , X 3 is C=0; or X' is C=0, X 2 is CHR 4 , and X 3 is NR3; or X2 is NR3, X 2 is C=O, and X3 is CHR4; or X1 is CH 2 , X 2 is 0, and X 3 is 1 2 C=O, then when R' is hydrogen and R is unsubstituted phenyl or -CH 2

CH

2 CI, or when R' and R 2 , taken together form optionally substituted piperazinyl, 37 morpholino, piperidinyl, or pyrrolidinyl, then Ring A is not optionally substituted piperidinyl, piperazinyl, morpholino, or pyrrolidinyl; ii) when X1 is CHR 4 , X 2 is SO 2 , and X 3 is CHR 4 , and R' and R 2 , taken together are piperazinyl, then Ring A is not unsubstituted phenyl; iii) when X1 and X 2 are CHR 4 , X 3 is 0, R' is hydrogen, and R 2 is -C(=O)CH 3 , then Ring A is not substituted furyl; iv) when X1 is S, X 2 is CHR 4 , X 3 is CHR 4 ; or X1 is CHR 4 , X 2 is S, and X 3 is

CHR

4 ; or X' and X 2 are CHR 4 and X 3 is S, then Ring A is not optionally substituted N-linked morpholino, pyrrolidinyl, piperazinyl, piperidinyl, or is not unsubstituted phenyl or cyclopropyl; v) when X 1 is CHR 4 , X 2 is NR 3 , X 3 is CHR 4 , and R' and R 2 are both methyl, then Ring A is not 6-methyl-2-pyridyl; vi) when X1 is NR , X2 is C=O, X 2 is NR 3 , and R1 and R2 are both methyl, then Ring A is not unsubstituted phenyl; and vii) when X 1 and X 2 are CHR 4 , X 3 is NR 3 , R' is hydrogen, and R 2 is unsubstituted phenyl, then Ring A is not unsubstituted phenyl. [001071 As described generally above, for compounds of formula IV, p is 0, 1, or 2, and X1, X 2, X 3 and X4 are each independently selected from NR 3 , CHR 4 , S, 0, S=0, or S02, as valency and stability permit, provided that when p is 1, X', X 2 , X 3 and X 4 are not each simultaneously

CHR

4 , or when p is 0, X1, X 2 , and X 3 are not each simultaneously CHR 4 . [001081 In certain embodiments, p is 0 or 1. 1001091 In certain preferred embodiments of formula IV,one or two of X', X 2 , X 3 , or X 4 is

NR

3 , S, 0, S=0, or SO 2 , and the remaining one, two, or three are each CHR 4 . In more preferred embodiments of formula IV, one of X1, X 2 , X 3 , or X 4 is NR 3 , S, or 0, and the remaining two (when p is 0) or three (when p is 1) are each CHR 4 , and compounds have one of the following structures: R. R 2

R.R

2 R 3 X 1 x 2 AN N X2 N

X

4 N R 3

X

4 N IV-A IV-B 38

R

3 RtNR 2 Rl. N2 1 N' I X1 x2*N N N N A A, TV-c IV-D R Z N R 2 R 11 N 'R x 2 ' 0 N0.1X1 x~~X 4

N'X

4 N A4 A IV-E TV-F R". N'R 2 R! N'R N 0 N A4 A TV-G TV-H

R

1 . R 2 R". R 2 N' N' 13 1x 3 N, 'x 4 N A4 A R 1 N R 2 R N' R 2 N N51 IV-K

IV

"X1 N S1 N x3 x3 S I 0\ 11 "" TV-M IV-N 39 wherein each R', R 2 , Ring A, X', X 2 , X 3 and X 4 is as defined above and herein. [001101 In one embodiment of formula IV-I, formula IV-J, formula IV-K, formula IV-L, or formula IV-M, the sulfur ring atom is replaced with sulfoxy. Or, the sulfur ring atom is replaced with sulfonyl. [001111 In certain preferred embodiments of formula IV, neither R' nor R 2 is hydrogen, and R' and R 2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the C14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . In more preferred embodiments of formula IV, both R' and R 2 are an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the C.

4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . In yet other preferred embodiments of formula IV, when R' and R 2 are an optionally substituted C14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 , preferred R' and R 2 groups are optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl,

(CO)OCH

2

CH

3 , (CH 2

)

2 0CH 3 , CH 2

(CO)OCH

2

CH

3 , CH 2

(CO)OCH

3 , CH(CH 3

)CH

2

CH

3 , or t butyl, or n-butyl. Most preferred R' and R 2 groups of formula IV include those shown below in Table 2. 1001121 In other preferred embodiments of formula IV, one of R' or R 2 is hydrogen and the other of RI or R 2 is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur. In other embodiments of formula IV, one of R' or R 2 is hydrogen, and the other of R' or R 2 is an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . 1001131 For those embodiments described above and herein for compounds of formula IV where R' or R 2 is a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, or a 3-7-membered saturated or partially unsaturated ring having 0-3 40 heteroatoms independently selected from N, 0, or S, preferred R' and R 2 groups are selected from: N R) (R N {N N N a b c d (R5)z (R5)z N=/,(R5)z (R5)z L N N X.,N R6 N N N N e f g h

R

6

R

5 IN NAN ( ) (R5)z \ R 5 %60 0 j k R5 R5 R5 (I N N N O N S O S m n 0 P R5 R5 R5 S N NAO N s S N (R5)z q r S t R6 N N N5O (R5)z ! (R )z )z(R) R6 R u v w x R6 (RS--z(()z z JR)z -- R) y z aa bb wherein each R 5 and R6 is as previously defined and each z is independently 0-4. Most preferred rings include those shown below in Table 2. 41 [001141 In still other embodiments for compounds of formula IV, R1 and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl ring having 1-3 heteroatoms independently selected from nitrogen or oxygen. In certain preferred embodiments, R' and R 2 are taken together with the nitrogen atom to which they are bound and form a 3-8 membered heterocyclyl group selected from: N R5)z N(R5)z N R) NR6 cc dd ee (R5)z (R5)z(R ff gg hh wherein each R 5 and R 6 is as previously defined and each z is independently 0-4. 1001151 In other preferred embodiments of formula IV, R1 and R 2 taken together are optionally substituted pyrrolidin-1-yl (f), piperidinl-yl (dd), piperazin-l-yl (cc), or morpholin 4-yl (ee). 1001161 In preferred embodiments of formula IV, z is 0-2. In other preferred embodiments of formula IV, z is 0 and the ring is unsubstituted. [001171 Preferred R 5 groups of formula IV, when present, are independently halogen, CN,

NO

2 , or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(C 1

.

6 )alkyl, -N(R') 2 ,

-CH

2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R',

-(CH

2

)

2 SR', -COR', -CON(R') 2 , SO 2 R', or -SO 2

N(R')

2 . In more preferred embodiments of formula IV, R 5 groups are each independently Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 ,

-N(CH

3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CO(CI-C 4 alkyl), -CONH 2 , -COOCH 3 , -OH,

-CH

2 OH, -NHCOCH 3 , -S0 2

(C-C

4 alkyl), -SO 2

NH

2 , -SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from CI4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 5 groups of formula IV include those shown below in Table 2. [001181 In preferred embodiments of formula IV, R6 groups are independently hydrogen, or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 ,

-CH

2 N(R')2, -CH 2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R')2,

SO

2 R', or -S(O) 2

N(R')

2 . In more preferred embodiments of formula IV, R 6 groups are each 42 independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(CI-C 4 alkyl), -CH 2 OH, -SO 2

(CI-C

4 alkyl), -SO 2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl or benzyl. Most preferred R 6 groups of formula IV include those shown below in Table 2. [001191 In preferred embodiments of formula IV, R 4 groups are independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(C. 6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR',

-(CH

2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , SO 2 R', or -SO 2

N(R')

2 . In more preferred embodiments of formula IV, R 4 groups are each independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CO(CI-C 4 alkyl),

-CONH

2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2

(CI-C

4 alkyl), -SO 2

NH

2 , -SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from CI4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 4 groups of formula IV include those shown below in Table 2. [001201 In preferred embodiments of formula IV, R 3 groups are independently hydrogen, or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 ,

-CH

2

N(R')

2 , -CH 2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 ,

SO

2 R', or -S(O) 2

N(R')

2 . In more preferred embodiments of formula IV, R 3 groups are each independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(CI-C 4 alkyl), -CONH 2 , -COO(C 1 C 4 alkyl), -CH 2 OH, -S0 2

(C

1

-C

4 alkyl), -SO 2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl or benzyl. Most preferred R 3 groups of formula IV include those shown below in Table 2. [001211 As described generally above of formula IV, Ring A is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R , and at one or more substitutable nitrogen atoms with -R . In certain embodiments, for compounds of formula IV or compounds of formulae IV-A through IV-N, Ring A is a phenyl, pyridinyl, pyrimidinyl, pyridazinyl, pyrazinyl, pyrrolyl, piperidinyl, indolyl, indazolyl, benzotriazolyl, pyrazolyl, benzopyrazolyl, imidazolyl, benzimidazolyl, thiazolyl, benzthizolyl, oxazolyl, benzoxazolyl, isoxazolyl, benzisoxazolyl, isothiazolyl, benzisothiazolyl, triazolyl, benzotriazolyl, thiadiazolyl, thienyl, benzothienyl, furanoyl, benzofuranoyl, or triazinyl ring, each optionally substituted at one or more carbon atoms with 7 8 0-5 occurrences of -R , and at one or more substitutable nitrogen atoms with -R . It will be appreciated that Ring A can be attached to the pyrimidinyl ring through any available carbon or nitrogen atom (e.g., a thiazole ring can be attached in the 2-, 4-, or 5-position). In certain 43 preferred embodiments of formula IV, Ring A is optionally substituted phenyl, 2-pyridyl, 3 pyridyl, or 4-pyridyl: 7/ N -- 10 (R7)y -(R0 (R 7)y r a b c d wherein each y is independently 0-5 and each R 7 is as defined generally above. [00122] In preferred embodiments of formula IV, y is 0-2. In other preferred embodiments of formula IV, y is 0 and Ring A is unsubstituted. [001231 In preferred embodiments of formula IV, R 7 groups are independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(Ci. 6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR',

-(CH

2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , SO 2 R', or -SO 2

N(R')

2 . In more preferred embodiments of formula IV, R 7 groups are each independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CO(Ci-C 4 alkyl),

-CONH

2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2

(CI-C

4 alkyl), -SO 2

NH

2 , -SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C1.4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 7 groups of formula IV include those shown below in Table 2. 8 [001241 In preferred embodiments of formula IV, R groups are independently hydrogen, or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 ,

-CH

2

N(R')

2 , -CH 2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 ,

SO

2 R', or -S(0) 2

N(R')

2 . In more preferred embodiments of formula IV, R 8 groups are each independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(CI-C 4 alkyl), -CONH 2 , -COO(Ci

C

4 alkyl), -CH 2 OH, -S0 2

(CI-C

4 alkyl), -SO 2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl or benzyl. Most preferred R 8 groups of formula IV include those shown below in Table 2. [001251 In one embodiment of formula IV-A, R 1 hydrogen or methyl, and R 2 is methyl, 5 methyl-pyrazol-3-yl, 5-fluoro-benzopyrazol-3-yl, or benzopyrazol-3-yl, X1, X 3 , and X 4 each is

CH

2 , R3 is hydrogen, acyl, I -oxo-2-methoxy-ethyl, 1 -oxo-propyl, methylsulfonyl, ethylsulfonyl, benzyl, and ring A is phenyl optionally substituted with halo, trifluoromethyl, hydroxy, CI4 alkyl, or CI4 alkoxy, preferably, methoxy, or ring A is 2,3-Dihydro benzo[1,4]dioxin-3-yl. [001261 In one embodiment of formula IV-A, R1 hydrogen or methyl, and R 2 is methyl, 5 methyl-pyrazol-3-yl, 5-fluoro-benzopyrazol-3-yl, or benzopyrazol-3-yl, X', X 3 , and X 4 each is 44

CH

2 , R 3 is hydrogen or benzyl, and ring A is phenyl optionally substituted with halo, trifluoromethyl, hydroxy, C 1

.

4 alkyl, or C 1

.

4 alkoxy, preferably, methoxy, or ring A is 2,3 Dihydro-benzo[1,4]dioxin-3-yl. [001271 In one embodiment of formula IV-A, R' hydrogen or methyl, and R 2 is methyl, 5 methyl-pyrazol-3-yl, 5-fluoro-benzopyrazol-3-yl, or benzopyrazol-3-yl, X1, X 3 , and X 4 each is

CH

2 , R 3 is hydrogen or benzyl, and ring A is phenyl optionally substituted with halo, hydroxy or CI4 alkoxy, preferably, methoxy. 1001281 In one embodiment of formula IV-B, R' is hydrogen or methyl, R 2 is methyl or 5 fluorobenzimidazol-3-yl, 5-methylimidazol-3-yl, X 1 , X 3 , and X 4 each is CH 2 , R 3 is hydrogen, CI4 alkyl, benzyl optionally substituted with carboxy-CI4 alkyl, CI4 alkylsulfonyl, acyl, methylcarboxyethyl, C14 alkylcarbonyl, methoxymethylcarbonyl, or benzoyl, and ring A is phenyl substituted with 2-hydroxy, 2-trifluoromethyl, 4-methyl, 4-carboxylic acid, 4 trifluoromethyloxy, or 2 -C14 alkoxy, preferably, methoxy. 1001291 In one embodiment of formula IV-B, R1 is hydrogen or methyl, R 2 is methyl or 5 fluorobenzimidazol-3-yl, X 1 , X 3 , and X 4 each is CH 2 , R 3 is CI4 alkyl, benzyl optionally substituted with carboxy-Ci.4 alkyl, C14 alkylsulfonyl, acyl, methylcarboxyethyl, CI4 alkylcarbonyl, or benzoyl, and ring A is phenyl substituted with 2-hydroxy, 2-trifluoromethyl, or 2-C1.4 alkoxy, preferably, methoxy. [001301 In one embodiment of formula IV-B, R 1 and R 2 , each is methyl, X1, X 3 , and X 4 each is CH 2 , R 3 is C 1

.

4 alkyl, benzyl optionally substituted with carboxy-CI4 alkyl, CI4 alkylsulfonyl, or benzoyl, and ring A is phenyl substituted with 2-hydroxy or 2-CI4 alkoxy, preferably, methoxy. [001311 In one embodiment of formula IV-B, R 1 and R 2 , each is methyl, X', X 3 , and X 4 each is CH 2 , R 3 is C.4 alkyl, or benzyl optionally substituted with carboxy-CI.

4 alkyl, and ring A is phenyl substituted with 2-hydroxy or 2-C14 alkoxy, preferably, methoxy. [001321 In one embodiment of formula IV-B, R' and R 2, each is methyl, X', X 3 , and X 4 each is CH 2 , R 3 is C14 alkyl, benzyl optionally substituted with carboxy-CI4 alkyl, CI4 alkoxy, and ring A is 2-hydroxy phenyl or 2-C14 alkoxyphenyl. [001331 In one embodiment of formula IV-B, R' and R 2 , each is methyl, X1, X 3 , and X 4 each is CH 2 , R 3 is benzyl optionally substituted with carboxy-Ci4 alkyl, CI4 alkoxy, and ring A is 2 hydroxy phenyl. [001341 In one embodiment of formula IV-M, R1 is hydrogen or methyl, and R 2 is methyl, benzimidazol-3-yi, 5-methyl-imidazol-3-yl, ring A is 2-hydroxyphenyl, 2-fluorophenyl, 2 trifluoromethylphenyl or phenyl. 45 1001351 In one embodiment of formula IV-M, R' is hydrogen or methyl, and R 2 is methyl, benzimidazol-3-yl, 5-methyl-imidazol-3-yl, ring A is 2-trifluoromethylphenyl or phenyl. [001361 In another embodiment, Ring A is optionally substituted phenyl, and compounds of formula V are provided: R11 R 2 N' x2X1 N X 4 D N' -(R0 V wherein each of R', R 2 , X', X 2 , X 3 , X 4 , R 7 , and y are as defined generally and in subsets above and herein. 1001371 In certain preferred embodiments of formula V, one or two of X1, X2, X 3 , or X 4 is independently NR 3 , S, C=0, 0, S=0, or SO 2 , and the remaining two or three are each CHR 4 . In more preferred embodiments of formula V, one of X 1 , X 2 , X 3 , or X 4 is NR 3 , S, or 0, and the remaining three are each CHR 4 , and compounds have one of the following structures: R1 N'R 2 R N'R 2 N N X2* N R3 "' N,

X

4 N (RI)y

R

3

X

4 N -- (R7) V-A V-B

R

3 RI NR 2 R N'R2 X2N12 N N 1' x 4 N- N N -- (R7) V-C V-D R N R 2 R N R 2 x20 N O N

X

4 N )3 :N X4 -(R X 4 N -- (R 76 V-E V-F 46 R N'R 2 R N'R2 x 2

X

1 N x2 N X4 N - )y O N-(R)y V-G V-H R N R 2 R .NR2 X2* N S.' X1 N X4 N

X

4 N - y

X

4 N -- (R)y V-I V-J R NR 2 R NR2

X

2 N X N

X

4 N -(7)y S N -7)y V-K V-L R" N R 2 R.N R2 N N x 3 N x 3 N5 C SS N-(RI~ OX N-(RI V-M V-N [001381 As described generally above for compounds of general formula V-A through V-N, R' and R 2 are each independently hydrogen, or an optionally substituted group selected from

CI-

6 aliphatic, a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0 3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, wherein R', R 2 , or any ring formed by R' and R 2 taken together, are each independently optionally substituted at one or more carbon atoms with 0-4 occurrences of 5 6 -R , and at one or more substitutable nitrogen atoms with -R 47 [001391 In certain preferred embodiments, for compounds of any of V-A through V-N, neither R' nor R 2 is hydrogen, and R' and R 2 are each independently selected from a 5- or 6 membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the Ci 4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S02. In more preferred embodiments of any of formulae V-A through V-N, both R' and R 2 are an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the C 1 4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . In yet other preferred embodiments of any of formulae V-A through V-N, when R1 and R2 are an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 , preferred R' and R 2 groups are optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2

CH

3 , (CH 2

)

2 0CH 3 ,

CH

2

(CO)OCH

2

CH

3 , CH 2

(CO)OCH

3 , CH(CH 3

)CH

2

CH

3 , or t-butyl, or n-butyl. Most preferred R' and R 2 groups of any of formulae V-A through V-N include those shown below in Table 2. [001401 In other preferred embodiments of any of formulae V-A through V-N, one of R' or

R

2 is hydrogen and the other of R1 or R 2 is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, I 2 oxygen, or sulfur. In other embodiments of any of formulae V-A through V-N, one of R' or R is hydrogen, and the other of R' or R 2 is an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . [001411 For those embodiments described above and herein, for any of formulae V-A 2 through V-N, where R1 or R is a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, preferred R' and R 2 groups are selected from: SNN -(R~ ) -(Z R ) (R5) -(5z NN (R5)z N N> a b c d 48 (R 5)z (R5)z N (R5)z (Rs)z N'R6 -R N N1 N' N QN -,N NZ/ e f g h R6 R5 IN N N(R) N N (R5)z, R 6 0 0 jk R R5 R5 R5 N N N \ 0 "N N ,N S O0'~ m n 0 P

R

5 R5 R5 SAN N-5"' 0 Wk S N N (R5)z q r s t

R

6 r N (' O -5'r

R

6 (R)z (R) RN ) (R5)z y z aa bb wherein each R 5 and R 6 is as previously defined and each z is independently 0-4. Most preferred rings include those shown below in Table 2. [00142] In still other embodiments of any of formulae V-A through V-N, R 1 and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl ring having 1-3 heteroatoms independently selected from nitrogen or oxygen. In certain preferred embodiments of any of formulae V-A through V-N, R' and R 2 are 49 taken together with the nitrogen atom to which they are bound and form a 3-8 membered heterocyclyl group selected from: (R)

(R

5 )zR) N -, z NJN NNR6 cc dd ee NN N N.(R 5 ) (R)z ff gg hh wherein each R 5 and R 6 is as previously defined and each z is independently 0-4. 1001431 In other preferred embodiments of any of formulae V-A through V-N, R 1 and R 2 taken together are optionally substituted pyrrolidin-1-yl (ff), piperidinl-yl (dd), piperazin-1-yl (cc), or morpholin-4-yl (ee). [001441 As described generally above for any of formulae V-A through V-N, when R' or R 2 is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or when R1 and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, the ring can be substituted with up to four independent occurrences of R 5 . 1001451 In preferred embodiments of any of formulae V-A through V-N, z is 0-2. In other preferred embodiments of any of formulae V-A through V-N, z is 0 and the ring is unsubstituted. [001461 Preferred R 5 groups of any of formulae V-A through V-N, when present, are independently halogen, CN, NO 2 , or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(CI.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR',

-(CH

2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , SO 2 R', or -SO 2

N(R')

2 . In more preferred embodiments of any of formulae V-A through V-N, R 5 groups are each independently Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 ,

-CO(CI-C

4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2

(CI-C

4 alkyl),

-SO

2

NH

2 , -SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group 50 selected from Ci4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 5 groups of any of formulae V-A through V-N include those shown below in Table 2. 6 1001471 In preferred embodiments of any of formulae V-A through V-N R groups are independently hydrogen, or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(CI.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , -CH 2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 OR',

-(CH

2

)

2 SR', -COR', -CON(R') 2 , SO 2 R', or -S(0) 2

N(R')

2 . In more preferred embodiments of any of formulae V-A through V-N, R6 groups are each independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(Ci-C 4 alkyl), -CH 2 OH, -SO 2

(CI-C

4 alkyl),

-SO

2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl or benzyl. Most preferred R 6 groups of any of formulae V-A through V-N include those shown below in Table 2. [001481 As described generally above for compounds of formula V-A through V-N, one or more of X1, X 2 , X 3 , or X 4 is CHR 4 or NR 3 . In preferred embodiments of any of formulae V-A through V-N, R 4 groups are independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(CI.

6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , OR',

-CH

2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR',

-CON(R')

2 , SO 2 R', or -SO 2

N(R')

2 . In more preferred embodiments of any of formulae V-A through V-N, R 4 groups are each independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH,

NH

2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CO(CI-C 4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2

(CI-C

4 alkyl), -SO 2

NH

2 , -SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 1 4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. Most preferred R 4 groups of any of formulae V-A through V N include those shown below in Table 2. [001491 In preferred embodiments of any of formulae V-A through V-N, R 3 groups are hydrogen, or an optionally substituted group selected from C 1

-

6 alkyl, aryl, aryl(C 1

.

6 )alkyl,

-N(R')

2 , -CH 2

N(R')

2 , -CH 2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR',

-CON(R')

2 , SO 2 R', or -S(0) 2

N(R')

2 . In more preferred embodiments, R 3 groups are each independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(CI-C 4 alkyl), -CONH 2 , -COO(Ci

C

4 alkyl), -CH 2 OH, -S0 2

(CI-C

4 alkyl), -SO 2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl or benzyl. Most preferred R 3 groups of any of formulae V-A through V-N include those shown below in Table 2. [001501 In yet other preferred embodiments of formula V y is I and compounds have the general formula VI: 51 RtN.

R

2 X2 N R' x4N N VI wherein each of R1, R 2 , XX, X 2 , X 3 , X 4 , and p is as described generally above and herein, and R 7 is halogen, CN, NO 2 , or an optionally substituted group selected from C 14 alkyl, aryl, aralkyl,

-N(R')

2 , -CH 2

N(R')

2 , -OR', -CH 2 OR', -SR', -CH 2 SR', -COOR', -NRCOR', -CON(R') 2 , or -S(0) 2 N(R')2. [001511 In other preferred embodiments of formula VI, p is 0, 1, or 2, and compounds have the structure of formulae VI-A through VI-N: RIN' R 2 RN' R 2 R3N N R 7 X N R 7 1(31 x 4 N R 3 ' X 4 N VI-A VI-B

R

3

R!NR

2

RNR

2 x2 N R 7 x2X N R 7 x 4 N N N

R

3 VI-C VI-D R1 N' R 2 RI NR 2 x2' N R7 O 1X N R7 xX 4 N

X

4 N VI-E VI-F R1N R 2 RI N R 2 x2 x N R 7 x 2 * X N R 7 N 0 N VI-G VI-H 52 R N'R 2 R N'R2 X2*S N R 7 S'X N R 7 X, X, x 4 N X 4 N VI-I vI-J RN R 2 R tNR 2 X2X N R 7 X2 N R 7 I I 1-3 j Ix 3 : x4 N S N VI-K VI-L R N'R 2 R1N'R2

X

1 N R 7 X1 N R 7 3 N x3 N VI-M VI-N wherein each R', R 2 , X', X 2 , X 3 , and X 4 is as described generally above and herein, and R 7 is halogen, CN, NO 2 , or an optionally substituted group selected from C 14 alkyl, aryl, aralkyl,

-N(R')

2 , -CH 2

N(R')

2 , -OR', -CH 2 OR', -SR', -CH 2 SR', -COOR', -NRCOR', -CON(R') 2 , or

-S(O)

2

N(R')

2 . [00152] In still other preferred embodiments compounds of the invention are defined according to any of formulae VI, VI-A, VI-B, VI-C, VI-D, VI-E, VI-F, VI-G, VI-H, VI-I, VI-J, VI-K, VI-L, VI-M, or VI-N, and one or more of, or all of, R', R 2 , R 3 or R 4 are further defined according to one or more of, or all of, the following groups: a. R1 and R 2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S; a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S; or or an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR,

SO

2 (NR), or (NR)S0 2 ; b. each occurrence of R 3 is independently hydrogen, or an optionally substituted group selected from C1.

6 alkyl, aryl, aryl(Ci- 6 )alkyl, -N(R') 2 , -CH 2

N(R')

2 , 53

-CH

2 OR', -CH 2 SR', -(CH 2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR',

-CON(R')

2 , SO 2 R', or -S(O) 2

N(R')

2 ; and c. each occurrence of R 4 is independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1

.

6 alkyl, aryl, aryl(CI- 6 )alkyl,

-N(R')

2 , -CH 2

N(R')

2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR',

-(CH

2

)

2

N(R')

2 , -(CH 2

)

2 0R', -(CH 2

)

2 SR', -COR', -CON(R') 2 , SO 2 R', or

-SO

2

N(R')

2 . 1001531 In still other preferred embodiments compounds of the invention are defined according to any of formulae VI, VI-A, VI-B, VI-C, VI-D, VI-E, VI-F, VI-G, VI-H, VI-I, VI-J, VI-K, VI-L, VI-M, or VI-N, and one or more of, or all of, R', R 2 , R or R 4 are further defined according to one or more of, or all of, the following groups: a. R1 and R 2 are each independently optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2

CH

3 , (CH 2

)

2 0CH 3 ,

CH

2

(CO)OCH

2

CH

3 , CH 2

(CO)OCH

3 , CH(CH 3

)CH

2

CH

3 , or t-butyl, or n-butyl; b. each occurrence of R 3 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl,

CO(CI-C

4 alkyl), -CONH 2 , -COO(CI-C 4 alkyl), -CH 2 OH, -S0 2

(CI-C

4 alkyl),

-SO

2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl or benzyl; and c. each occurrence of R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CO(CI-C 4 alkyl),

-CONH

2 , -COOCH 3 , -OH, -CH20H, -NHCOCH 3 , -S0 2

(CI-C

4 alkyl), -SO 2

NH

2 ,

-SO

2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 1 4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. 1001541 In still other preferred embodiments compounds of the invention are defined according to any of formulae VT, VI-A, VI-B, VI-C, VI-D, VI-E, VI-F, VI-G, VI-H, VI-T, VI-J, VI-K, VI-L, VI-M, or VI-N, and one or more of, or all of, R', R 2 , R 3 , R 4 or R 7 are further defined according to one or more of, or all of, the following groups: a. R' and R 2 are each independently optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2

CH

3 , (CH 2

)

2 0CH 3 ,

CH

2

(CO)OCH

2

CH

3 , CH 2

(CO)OCH

3 , CH(CH 3

)CH

2

CH

3 , or t-butyl, or n-butyl; b. each occurrence of R 3 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(Ci-C 4 alkyl), -CH 2 OH, -S0 2

(CI-C

4 alkyl),

-SO

2

NH

2 , SO 2

N(CH

3

)

2 , or optionally substituted phenyl or benzyl; c. each occurrence of R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CO(Ci-C 4 alkyl), 54

-CONH

2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2

(CI-C

4 alkyl), -SO 2

NH

2 ,

-SO

2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy; and d. R 7 is Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3

)

2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2

)

2 0CH 3 , -CO(CI-C 4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH,

-NHCOCH

3 , -S0 2

(CI-C

4 alkyl), -SO 2

NH

2 , -SO 2

N(CH

3

)

2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 1 4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. 1001551 Representative examples of compounds as described above and herein are set forth below and in Table 2. N N.N ON N N 1-1 I-2 1-3 OH N OH H O N 0 N I-4 1-5 1-6 OHH H N Nz

N

N HO N O 6i" rN 1-7 1-8 1-9 55 C OH ~ OH ;l N C:I N HO N~ -. N N e7 OH0 OH OH N 7 NN7 Q N-..N OH N NH

H

2 N 7 N HO 0 1-13 1-14 1-15 OH ~OH C N N HO NN N N H 1-16 1-17 1-18 OH _N HO N N- N-._ 0N N N 1-19 1-20 1-21 OH4H N N NI N N. HO" 1-22 1-23 1-24 56 OH OH OH N NN I-2 I -2 I-3 NH N N N N OH N" OH N" OH N N ~ N -" N 1-28 1-29 1-30 HO N HO N" HO N' N N 7 N N~ 1 )N No 1-31 1-32 1-33 ~OH N OH D~ N N r N N7 NNN N N y j

H

2 N 1-34 1-35 1-36 ~OH NN N N N 1-37 1-38 1-39 57 ~OH OH OH x N N , N _- N N N ,ON 1-40 1-41 1-42

-

N N F N~ N~ S SN- NH N NN N 1-43 1-44 1-45 OH OH 0OH N NS N'- .. N - N\N NH N-. N-. N b N-. IN N "I N 1 1-46 1-47 1-48 NOH 0. OH 0 OH -N K N K-N N NN N N .N. N N 0 1-49 1-50 1-51 (:OH .H ~OH - N- N - N N-.. N., N-.N N_ N-. N,<.. I/s -. l N .. N 0 0-.. 0 100 1561 1-52 1-53 or 1-54. 1001571 Table 2. Examples of Compounds of Formula 1: 58 Cmpd Structure Cmpd Structure N CH N4N N NN N 5 N N4 N4 N WN N N 2 Z:zN 6 Ni - 0 N NN -NN 3 ~7N r N N N

NNCN

3 IN NN 4 -.. N 8 NN CH N / CHI\ / 59 Cmpd Structure Cmpd Structure 4 3I 44 . :W N 9 13 \4 N\ N N N I C 1 2NW NN NN N 10 14 14-N N N r r rr N N N4 '~ N N N 15 4 NN N N r r r r 42 NN N4 4N 12 16 N "N 4,C N "N N N r Cl r; r 60 Cmpd Structure Cmpd Structure r r N NW 44 0 NN 4 17 21 o " 4 C N ' ".~' rr rr 18 22 -1 0r 0r r r r r WN N 0 HN 19 23 C.J "N0 4'N rr r r r r r Nil N Nil N 20 24 0 N l Nl 'N S: r r r 61 Cmpd Structure Cmpd Structure HN. 25 29 ON, N r N N. 7 C4 rr s N NN

CN

3 4N N 28NZ N320 r r N 76 Cmpd Structure Cmpd Structure N 33 38 0 3 9C CN1 35 4 K)4 36 NX4C14 ) CW3 4,C II CN, 36 - 40 63 Cmpd Structure Cmpd Structure 4.

CN

1 CHI 41 45 NO C4 1 N ON ON N -a C4, 46 CHI N 42 N CH C4 CN CNH C0 N CN4N C41 44 47 N~N4 CNON 44648 Cmpd Structure Cmpd Structure N C41 N C4 NN 49 N53 N 4 2 Ny CN 5 Na CH N 50 0 IC4, 0 NC4 3 N CHI 51 55 () N N4 NO ONN N1 CHI 52656 Cmpd Structure Cmpd Structure 7 N C N 1 CHI N __ _ _ C'1 CN 58 N 62 r4 C I N N CHI 59 63 N CHI 7 N CH 60 64N 66 Cmpd Structure Cmpd Structure C4 3 65 DC 5,e 69 04N7 N 66 N70 N 4,C CH, N 67 04 4" 712 N No N ' CNC' ON H 67N Cmpd Structure Cmpd Structure 'N

-

0 73 \\ 77 ON 00 74

-

N \ 78H HC CHIWC' CHI ON 68 Cmpd Structure Cmpd Structure N4 'ON 4 81 85 . I NN ,- "CH C C NO 82.. N8 N 0. 4,' ' 4,H ' '4, N 4. ON N.N N ~ 0 4,C, CHICH N~C. 69 Cmpd Structure Cmpd Structure .4, N -4 00 0 0 r 014 4C ' CHI 4, C C N 3 C4, 92 N 0 N )O 0 CH 96 NN C" -N N 0 14 3 C 70 Cmpd Structure Cmpd Structure 0 P-C 0 PI N." NN 0 99 N " N 103 N 100 N Y N, 104 Nl"N 0 N. N.Na 3 71 Cmpd Structure Cmpd Structure NN 105 H, N 109N NN N 'N N N 4 N 106 0'6 110 C NN 4 107 N- N I1 " N N 'NZ~z N CHS 04 108 NA N 112 N; 72 Cmpd Structure Cmpd Structure CHI. 0 'Al N N 113 N117N HC "CH, -CHI 114 'rN118 N N i4 1 C CHIN4 115>K19 CN O 0 NN 116 119 N OA 0 73 Cmpd Structure Cmpd Structure r 121 N125 , 4 0 CC -4, 014 122 126 N 'N' N4 123 N 0N 127 H 1 C N ow4 N N 124 128 H 1 C N 014 N ON "Ne L N 7 74 Cmpd Structure Cmpd Structure 129 W 3 N. C) C4$ Ci) r 130

N

1 C N O 134

H

1 C NN NN N NN 131 H 4 4135 N 04 NN 13 C N ON 136 N1 ON N Y13 N 75 Cmpd Structure Cmpd Structure 4,C C43 CN1 N 137 N141 4,C NN YCN N 0 YO CN 1 3 Nr C) N 138 :- 4142 N ON N~ ON N ow~ N NC N 10143 N ON N Ow WCVK 1-... , 1 -b 4, ec ) ,N 6 N~C~ 76 Cmpd Structure 147 77 1001581 4. General Synthetic Methodology: [001591 The compounds of this invention may be prepared in general by methods known to those skilled in the art for analogous compounds, as illustrated by the general scheme below, and the preparative examples that follow. 1001601 As described in more detail in the Examples herein, and as shown generally in Scheme A below, reaction of a desired heterocyclohexanone-1-carboxylate and an amidine in ethanol with NaOEt at 0 0 C, and subsequent reaction with phosphorus oxychloride, boron tribromide and a desired amine, followed by debenzylation and reaction with an appropriate chloride generates compounds of general formula I'. Scheme A: Preparation of C6_Aza_6 and Elaboration a Y X CO2R' OR' N XX 4 OR' a' O O k X O

NH

2 HN A b (1)1 2 R N'R2 R N'R2 X1 c,d R3 X NN' "-N X N AXX N 1001611 Conditions: a) i. SnC1 4 , CH 2 Cl 2 ; ii. Et 3 N, CH 2

CI

2 ; b) i. 1, NaOEt, EtOH; ii. POCl 3 , N,N-dimethylaniline, benzene, reflux; iii. R'R 2 NH, THF/CH 2

CI

2 , RT; c) Pd/C, H 2 , AcOH, 90 0 C; d) R 3 -Cl, Et 3 N, CH 2

CI

2 . [001621 It will be appreciated that this method can be utilized to prepare a variety of compounds. [001631 Scheme B below depicts the preparation of C7_Aza_6 compounds and elaboration: 78 Scheme B: Preparation of C7_Aza_6 and Elaboration OR' 1 X' XX OR

CO

2 R' X N NX4O O 0

NH

2 HN A 11) R1 R 2 R NR2 X1 c, d R3' X x NN x Nx 4 N A R 3 , INx 4 N A 1001641 Conditions: a) i. SnCl 4 , CH 2 Cl 2 ; ii. Et 3 N, CH 2 Cl 2 ; b) i. 1, NaOEt, EtOH; ii. POCl 3 , N,N-dimethylaniline, benzene, reflux; iii. R R 2 NH, THF/CH 2

CI

2 , RT; c) Pd/C, H 2 , AcOH, 90 0 C; d) R 3 -Cl, Et 3 N, CH 2

CI

2 . 1001651 Scheme C below depicts the preparation of C5_Aza_6 compounds: Scheme C: Preparation of C5-Aza_6 and Elaborations

OR<N'R

2 -N N H 2 + a , b N N X4 NH 2 X X 4 N A 1 2

R

1 2 R RN'R R 3 N'R X2N N X2N N

X

4 N X4 N [001661 Conditions: a) i. Et 3 N, CH 2 Cl 2 ; ii. NaOH, H 2 0, reflux b) i. POCl 3 , N,N dimethylaniline, benzene, reflux; ii. R'R 2 NH, THF/CH 2 Cl 2 , RT; c) H 2 , Pt 2

O

2 , TFA, EtOH; d)

R

3 -Cl, Et 3 N, CH 2

CI

2 . 79 [001671 Scheme D below depicts the preparation of C8_Aza_6 compounds and elaborations: Scheme D: Preparation of C8-Aza_6 and Elaborations O Rk N'R 2 NHN N HNH 2 + O a, b 2XN N N 2 'N N A 1 N'2 R NR2 R R N I X N d "-N 3 3 N N N N Hh 1001681 Conditions: a) i. Et 3 N, CH 2 Cl 2 ; ii. NaOH, H 2 0, reflux b) i. POC 3 , N,N dimethylaniline, benzene, reflux; ii. R'R 2 NH, THF/CH 2

CI

2 , RT; c) H 2 , Pt 2 0 2 , TFA, EtOH; d)

R

3 -Cl, Et 3 N, CH 2

CI

2 . [001691 Scheme E below depicts the preparation of C5_Oxa_6 compounds: Scheme E: C5_Oxa_6 compounds Rill N'R 2 20 CO 2 R' NH 2 0 3 ' + HN X N (1 X' N A [001701 Conditions: a) i. 1, NaOEt, EtOH, reflux; ii. POCl 3 , N,N-dimethylaniline, benzene, reflux; ii. R 'R 2 NH, THF/CH 2 Cl 2 , RT. 1001711 Scheme F below depicts the preparation of C6_Oxa_6 compounds: 80 Scheme F: C6_Oxa_6 compounds RI N'R 2 X' CO 2 R' NH2 xi X4 01+ HN A X 4 N [001721 Conditions: a) i. 1, NaOEt, EtOH, reflux; ii. POCl 3 , N,N-dimethylaniline, benzene, reflux; ii. R R 2 NH, THF/CH 2 Cl 2 , RT. 1001731 Scheme G below depicts the preparation of C7_Oxa_6 compounds: 1001741 Scheme G: C7_Oxa_6 compounds R1,N'2 1 CO 2 R' NH 2 X N x2X 1 ' HN A Q (X41 + N

X

4 N 1001751 Conditions: a) i. 1, NaOEt, EtOH, reflux; ii. POC1 3 , N,N-dimethylaniline, benzene, reflux; ii. RR 2NH, THF/CH 2 Cl 2 , RT. [001761 Scheme H below depicts the preparation of C8_Oxa_6 compounds: 81 Scheme H: C8_Oxa_6 compounds 0R N'R2 2 X CO 2 R' a X NH b X NH X, NH 0 NH 2 'O N O O N Cl H c (HO) 2 B 1 2 R N'R2 x N 0 N [001771 Conditions: a) i. ClSO 2 NCO, CH 2

CI

2 ; ii. KOH, H 2 0; b) i. POCl 3 , N,N dimethylaniline, benzene, reflux; ii. RR 2 NH, THF/CH 2

CI

2 , RT; c) Pd(Ph 3

)

4 , Na 2

CO

3 , CH 3 CN,

H

2 0, reflux [001781 Scheme I below depicts the preparation of C5_thia_6 compounds: Scheme I: C5_Thia_6 compounds Ri N'R 2 4 2 S CO 2 R'

NH

2 a 2 ' X..X 3 HN4C A X, X 4 N 1001791 Conditions: a) i. 1, NaOEt, EtOH, reflux; ii. POCl 3 , N,N-dimethylaniline, benzene, reflux; ii. R R 2 NH, THF/CH 2 Cl 2 , RT. [001801 Scheme J below depicts the preparation of C6_Thia_6 compounds: 82 Scheme J: C6_Thia_6 compounds R" .N' R 2 + N X CO 2 R'+ NH 2 aX " X4 HN a'X 4 N 1001811 Scheme K below depicts the preparation of C7_Thia_6 compounds: Scheme K: C7_Thia_6 compounds RN'R 2X' CO 2 R' NH 2 X N SX4O + HN X4 N [001821 Conditions: a) i. 1, NaOEt, EtOH, reflux; ii. POCl 3 , N,N-dimethylaniline, benzene, reflux; ii. R'R 2 NH, THF/CH 2 Cl 2 , RT. 1001831 Scheme L below depicts the preparation of C8_Thia_6 compounds: Scheme L: C8_Thia_6 compounds 0 R N'R2 X'X CO 2 R' a X NH b XX N S NH 2 S N O S N CI H c (HO) 2 B Ri N'R 2 X2-'X N S N A 83 [001841 Conditions: a) i. CISO 2 NCO, CH 2 Cl 2 ; ii. KOH, H 2 0; b) i. POC 3 , N,N dimethylaniline, benzene, reflux; ii. R'R 2 NH, THF/CH 2

CI

2 , RT; c) Pd(Ph 3

)

4 , Na 2

CO

3 , CH 3 CN,

H

2 0, reflux 1001851 Scheme M below depicts the preparation of C6_thia_5 compounds: Scheme M: C6_Thia_5 compounds R N'R2

X

1

CO

2 R' +

NH

2 a X N s~ 3 + H ss1

-

S X N AN-AS 1001861 Conditions: a) i. 1, NaOEt, EtOH, reflux; ii POC 3 , N,N-dimethylaniline, benzene, reflux; ii. RR 2NH, THF/CH 2 Cl 2 , RT. 1001871 Scheme N below depicts the preparation of C6_oxa_5 compounds: Scheme N: C6_oxa_5 compounds R 1

N'R

2

X

1

CO

2 R' NH 2 a1 + HN A 6 X30 A HN a N [001881 Conditions: a) i. 1, NaOEt, EtOH, reflux; ii POCl 3 , N,N-dimethylaniline, benzene, reflux; ii. R 1

R

2 NH, THF/CH 2 Cl 2 , RT. [001891 [001901 As described in more detail in the Examples herein, and as shown generally in Scheme 0 below, reaction of a desired cyclohexanone-1-carboxylate and an amidine in ethanol with NaOEt at 0 0 C, and subsequent reaction with phosphorus oxychloride, boron tribromide, and a desired amine generates compounds of general formula I'. 84 Scheme 0: Preparation of p-Ketoesters and Elaboration O a, b (R4) CO2R' c R'O (R 4 ) OR' 0 Q-O0 0 P P

NH

2 HN' d (1) N (R4).Ik [001911 Conditions: a) LDA, R'OC(O)CN, THF; b) NaOR', R'OH, 48h, rt; c) NaOR', R'OH; d) i. 1, NaOEt, EtOH; ii. POCl 3 , N,N-dimethylaniline, benzene, reflux; iii. R'R 2 NH,

THF/CH

2 Cl 2 , RT. [001921 It will be appreciated that this method can be utilized to prepare a variety of compounds. 1001931 Scheme P below depicts the preparation of bicyclic p-ketoesters: Scheme P: Preparation of Bicyclic O-Ketoesters and Elaboration

NH

2 (1) O O HN RI'N'R 2 a, b CO 2 R ' _ X

,

X=CH

2 , CHR' CR'R', NR', 0, S [001941 Conditions: a) i. LDA, R'OC(O)CN, THF; ii. b) NaOR', R'OH, 48h, rt; c) i. NaOEt, EtOH; ii. POCl 3 , N,N-dimethylaniline, benzene, reflux; iii. R 1

R

2 NH, THF/CH 2 Cl 2 , RT. 1001951 Additional conditions for the preparation of compounds of formula I' and subsets thereof is presetned below in Scheme Q. 85 Scheme Q: Additional Amidine Syntheses and Elaborations

(R

4 ) CO2R' 0 a N O O NH

NH

2 __ ______ _____ (R )- I HN Ab ,N bP A C

R

1

'NR

2 (R 4).- 'N P A [001961 Conditions: a) i. LiHMDS; ii. HCI or i. HCI, MeOH; ii. NH 3 ; b) NaOEt, EtOH; c) i.

POC

3 , N,N-dimethylaniline, benzene, reflux; ii. R'R 2 NH, THF/CH 2

CI

2 , RT. 1001971 In certain other embodiments, Ring A represents an N-linked heteroaryl or heterocyclyl group (as depicted below in Scheme R, where two occurrences of R' are taken together below to form an optionally substituted 5-8-membered cycloalkyl, heterocyclyl, aryl, or heteoaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur). 86 Scheme R: Amidine Synthesis and Elaboration: C2 Aza (R4)" CO2R' N, ,R' H 2 N -N NH 2 0_______ NH)~ HN ' H2--N H R' O (R 4)x- R') W N N a b R C

R

1 , N' R 2 (R4). R' R' PN' N' [001981 Conditions: a) H 2 0; b) NaOEt, EtOH; c) i. POCl 3 , N,N-dimethylaniline, benzene, reflux; ii. R R 2NH, THF/CH 2

CI

2 , RT. [001991 In still other embodiments, compounds of the invention are prepared via Diels-Alder reactions to provide substituted tetrohydroquinazoline moieties as depicted in Scheme S below: Scheme S: Diels-Alder Reactions

NH

2 (1) O HN A 2 1 O R _ _ _ _ _N H bD ~ NA ] (2) R 'N'R2 4NH R N R N [002001 Conditions: a) i. 1, EtOH; ii. m-CPBA; b) 2, toluene, reflux, 18 h; c) i. POCl 3 , N,N dimethylaniline, benzene, reflux; ii. R'R 2 NH, THF/CH 2 Cl 2 , RT. 87 100201] Further functionalization of inventive compounds can be achieved via exemplary reactions as depicted below in Schemes T and U: Scheme T: Additional Diels Alder Reactions RN RN 2 R1, N'R 2 'N and N AN A PPh 3 Br a (1) R N'R 2 (4) CO 2 Me 0 (2) SO 2 Ph R. 1N'R 2 MeO 2 C-N 0 2 N NH Me 3 Si b N dL b N A CI CN (3) c R1N'R 2 R" N' R 2 O and O N A 0N A" [002021 Conditions: a) i. 1; ii. LDA, HCHO; iii. POCl 3 ; iv. RR 2NH; b) i. 2; ii. TBAF; iii. POCl 3 ; iv. R'R 2 NH; c) i. 3; ii. Na 2 S; iii. POCl 3 ; iv. R'R 2 NH; d) i. 4; ii. DBU; iii. POC 3 ; iv. R'R2NH. 88 Scheme U: Cycloalkanoyl Derivatization R'N'R2 RiNR R R R2 R2 J; 1 R a, bRO

R'N'R

2 N N NN R N A N RO R'O-Na Nd,' RNN' R'A R' 0 C) a, b a , R R1e N R 2 d R'N R 2 X ' ( f R "N a, h 0 ;N R'NH2, N A H i py in C hN O c A aridi, R' N H T [00204] Although certain exemplary embodiments are depicted and described above and herein, it will be appreciated that compounds of the invention can be prepared according to the methods described generally above using appropriate starting materials by methods generally available to one of ordinary skill in the art. N 11 1002051 5. Uses, Formulation and A administration [002061 Pharmaceutically acceptable compositions 1002071 As discussed above, the present invention provides compounds that are inhibitors of voltage-gated sodium ion channels, and thus the present compounds are useful for the treatment 89 of diseases, disorders, and conditions including, but not limited to acute, chronic, neuropathic, or inflammatory pain, arthritis, migrane, cluster headaches, trigeminal neuralgia, herpetic neuralgia, general neuralgias, epilepsy or epilepsy conditions, neurodegenerative disorders, psychiatric disorders such as anxiety and depression, myotonia, arrythmia, movement disorders, neuroendocrine disorders, ataxia, multiple sclerosis, irritable bowel syndrome, and incontinence. Accordingly, in another aspect of the present invention, pharmaceutically acceptable compositions are provided, wherein these compositions comprise any of the compounds as described herein, and optionally comprise a pharmaceutically acceptable carrier, adjuvant or vehicle. In certain embodiments, these compositions optionally further comprise one or more additional therapeutic agents. [002081 It will also be appreciated that certain of the compounds of present invention can exist in free form for treatment, or where appropriate, as a pharmaceutically acceptable derivative thereof. According to the present invention, a pharmaceutically acceptable derivative includes, but is not limited to, pharmaceutically acceptable salts, esters, salts of such esters, or any other adduct or derivative which upon administration to a patient in need is capable of providing, directly or indirectly, a compound as otherwise described herein, or a metabolite or residue thereof. 1002091 As used herein, the term "pharmaceutically acceptable salt" refers to those salts which are, within the scope of sound medical judgement, suitable for use in contact with the tissues of humans and lower animals without undue toxicity, irritation, allergic response and the like, and are commensurate with a reasonable benefit/risk ratio. A "pharmaceutically acceptable salt" means any non-toxic salt or salt of an ester of a compound of this invention that, upon administration to a recipient, is capable of providing, either directly or indirectly, a compound of this invention or an inhibitorily active metabolite or residue thereof. As used herein, the term "inhibitorily active metabolite or residue thereof" means that a metabolite or residue thereof is also an inhibitor of a voltage-gated sodium ion channel. [00210] Pharmaceutically acceptable salts are well known in the art. For example, S. M. Berge, et al. describe pharmaceutically acceptable salts in detail in J. Pharmaceutical Sciences, 1977, 66, 1-19, incorporated herein by reference. Pharmaceutically acceptable salts of the compounds of this invention include those derived from suitable inorganic and organic acids and bases. Examples of pharmaceutically acceptable, nontoxic acid addition salts are salts of an amino group formed with inorganic acids such as hydrochloric acid, hydrobromic acid, phosphoric acid, sulfuric acid and perchloric acid or with organic acids such as acetic acid, oxalic acid, maleic acid, tartaric acid, citric acid, succinic acid or malonic acid or by using other 90 methods used in the art such as ion exchange. Other pharmaceutically acceptable salts include adipate, alginate, ascorbate, aspartate, benzenesulfonate, benzoate, bisulfate, borate, butyrate, camphorate, camphorsulfonate, citrate, cyclopentanepropionate, digluconate, dodecylsulfate, ethanesulfonate, formate, fumarate, glucoheptonate, glycerophosphate, gluconate, hemisulfate, heptanoate, hexanoate, hydroiodide, 2-hydroxy-ethanesulfonate, lactobionate, lactate, laurate, lauryl sulfate, malate, maleate, malonate, methanesulfonate, 2-naphthalenesulfonate, nicotinate, nitrate, oleate, oxalate, palmitate, pamoate, pectinate, persulfate, 3-phenylpropionate, phosphate, picrate, pivalate, propionate, stearate, succinate, sulfate, tartrate, thiocyanate, p toluenesulfonate, undecanoate, valerate salts, and the like. Salts derived from appropriate bases include alkali metal, alkaline earth metal, ammonium and N+(Ci.

4 alkyl) 4 salts. This invention also envisions the quaternization of any basic nitrogen-containing groups of the compounds disclosed herein. Water or oil-soluble or dispersable products may be obtained by such quaternization. Representative alkali or alkaline earth metal salts include sodium, lithium, potassium, calcium, magnesium, and the like. Further pharmaceutically acceptable salts include, when appropriate, nontoxic ammonium, quaternary ammonium, and amine cations formed using counterions such as halide, hydroxide, carboxylate, sulfate, phosphate, nitrate, loweralkyl sulfonate and aryl sulfonate. [002111 As described above, the pharmaceutically acceptable compositions of the present invention additionally comprise a pharmaceutically acceptable carrier, adjuvant, or vehicle, which, as used herein, includes any and all solvents, diluents, or other liquid vehicle, dispersion or suspension aids, surface active agents, isotonic agents, thickening or emulsifying agents, preservatives, solid binders, lubricants and the like, as suited to the particular dosage form desired. Remington's Pharmaceutical Sciences, Sixteenth Edition, E. W. Martin (Mack Publishing Co., Easton, Pa., 1980) discloses various carriers used in formulating pharmaceutically acceptable compositions and known techniques for the preparation thereof. Except insofar as any conventional carrier medium is incompatible with the compounds of the invention, such as by producing any undesirable biological effect or otherwise interacting in a deleterious manner with any other component(s) of the pharmaceutically acceptable composition, its use is contemplated to be within the scope of this invention. Some examples of materials which can serve as pharmaceutically acceptable carriers include, but are not limited to, ion exchangers, alumina, aluminum stearate, lecithin, serum proteins, such as human serum albumin, buffer substances such as phosphates, glycine, sorbic acid, or potassium sorbate, partial glyceride mixtures of saturated vegetable fatty acids, water, salts or electrolytes, such as protamine sulfate, disodium hydrogen phosphate, potassium hydrogen phosphate, sodium 91 chloride, zinc salts, colloidal silica, magnesium trisilicate, polyvinyl pyrrolidone, polyacrylates, waxes, polyethylene-polyoxypropylene-block polymers, wool fat, sugars such as lactose, glucose and sucrose; starches such as corn starch and potato starch; cellulose and its derivatives such as sodium carboxymethyl cellulose, ethyl cellulose and cellulose acetate; powdered tragacanth; malt; gelatin; talc; excipients such as cocoa butter and suppository waxes; oils such as peanut oil, cottonseed oil; safflower oil; sesame oil; olive oil; corn oil and soybean oil; glycols; such a propylene glycol or polyethylene glycol; esters such as ethyl oleate and ethyl laurate; agar; buffering agents such as magnesium hydroxide and aluminum hydroxide; alginic acid; pyrogen-free water; isotonic saline; Ringer's solution; ethyl alcohol, and phosphate buffer solutions, as well as other non-toxic compatible lubricants such as sodium lauryl sulfate and magnesium stearate, as well as coloring agents, releasing agents, coating agents, sweetening, flavoring and perfuming agents, preservatives and antioxidants can also be present in the composition, according to the judgment of the formulator. 1002121 Uses of Compounds and Pharmaceutically Acceptable Compositions [002131 In yet another aspect, a method for the treatment or lessening the severity of acute, chronic, neuropathic, or inflammatory pain, arthritis, migrane, cluster headaches, trigeminal neuralgia, herpetic neuralgia, general neuralgias, epilepsy or epilepsy conditions, neurodegenerative disorders, psychiatric disorders such as anxiety and depression, myotonia, arrythmia, movement disorders, neuroendocrine disorders, ataxia, multiple sclerosis, irritable bowel syndrome, or incontinence is provided comprising administering an effective amount of a compound, or a pharmaceutically acceptable composition comprising a compound to a subject in need thereof. In certain preferred embodiments, a method for the treatment or lessening the severity of acute, chronic, neuropathic, or inflammatory pain is provided comprising administering an effective amount of a compound or a pharmaceutically acceptable composition to a subject in need thereof. In certain embodiments of the present invention an "effective amount" of the compound or pharmaceutically acceptable composition is that amount effective for treating or lessening the severity of one or more of acute, chronic, neuropathic, or inflammatory pain, epilepsy or epilepsy conditions, neurodegenerative disorders, psychiatric disorders such as anxiety and depression, myotonia, arrythmia, movement disorders, neuroendocrine disorders, ataxia, multiple sclerosis, irritable bowel syndrome, or incontinence. [002141 The compounds and compositions, according to the method of the present invention, may be administered using any amount and any route of administration effective for treating or lessening the severity of one or more of acute, chronic, neuropathic, or inflammatory pain, 92 epilepsy or epilepsy conditions, neurodegenerative disorders, psychiatric disorders such as anxiety and depression, myotonia, arrythmia, movement disorders, neuroendocrine disorders, ataxia, multiple sclerosis, irritable bowel syndrome, or incontinence. The exact amount required will vary from subject to subject, depending on the species, age, and general condition of the subject, the severity of the infection, the particular agent, its mode of administration, and the like. The compounds of the invention are preferably formulated in dosage unit form for ease of administration and uniformity of dosage. The expression "dosage unit form" as used herein refers to a physically discrete unit of agent appropriate for the patient to be treated. It will be understood, however, that the total daily usage of the compounds and compositions of the present invention will be decided by the attending physician within the scope of sound medical judgment. The specific effective dose level for any particular patient or organism will depend upon a variety of factors including the disorder being treated and the severity of the disorder; the activity of the specific compound employed; the specific composition employed; the age, body weight, general health, sex and diet of the patient; the time of administration, route of administration, and rate of excretion of the specific compound employed; the duration of the treatment; drugs used in combination or coincidental with the specific compound employed, and like factors well known in the medical arts. The term "patient", as used herein, means an animal, preferably a mammal, and most preferably a human. [002151 The pharmaceutically acceptable compositions of this invention can be administered to humans and other animals orally, rectally, parenterally, intracisternally, intravaginally, intraperitoneally, topically (as by powders, ointments, or drops), bucally, as an oral or nasal spray, or the like, depending on the severity of the infection being treated. In certain embodiments, the compounds of the invention may be administered orally or parenterally at dosage levels of about 0.01 mg/kg to about 50 mg/kg and preferably from about 1 mg/kg to about 25 mg/kg, of subject body weight per day, one or more times a day, to obtain the desired therapeutic effect. 1002161 Liquid dosage forms for oral administration include, but are not limited to, pharmaceutically acceptable emulsions, microemulsions, solutions, suspensions, syrups and elixirs. In addition to the active compounds, the liquid dosage forms may contain inert diluents commonly used in the art such as, for example, water or other solvents, solubilizing agents and emulsifiers such as ethyl alcohol, isopropyl alcohol, ethyl carbonate, ethyl acetate, benzyl alcohol, benzyl benzoate, propylene glycol, 1,3-butylene glycol, dimethylformamide, oils (in particular, cottonseed, groundnut, corn, germ, olive, castor, and sesame oils), glycerol, tetrahydrofurfuryl alcohol, polyethylene glycols and fatty acid esters of sorbitan, and mixtures 93 thereof. Besides inert diluents, the oral compositions can also include adjuvants such as wetting agents, emulsifying and suspending agents, sweetening, flavoring, and perfuming agents. [002171 Injectable preparations, for example, sterile injectable aqueous or oleaginous suspensions may be formulated according to the known art using suitable dispersing or wetting agents and suspending agents. The sterile injectable preparation may also be a sterile injectable solution, suspension or emulsion in a nontoxic parenterally acceptable diluent or solvent, for example, as a solution in 1,3-butanediol. Among the acceptable vehicles and solvents that may be employed are water, Ringer's solution, U.S.P. and isotonic sodium chloride solution. In addition, sterile, fixed oils are conventionally employed as a solvent or suspending medium. For this purpose any bland fixed oil can be employed including synthetic mono- or diglycerides. In addition, fatty acids such as oleic acid are used in the preparation of injectables. 1002181 The injectable formulations can be sterilized, for example, by filtration through a bacterial-retaining filter, or by incorporating sterilizing agents in the form of sterile solid compositions which can be dissolved or dispersed in sterile water or other sterile injectable medium prior to use. [002191 In order to prolong the effect of a compound of the present invention, it is often desirable to slow the absorption of the compound from subcutaneous or intramuscular injection. This may be accomplished by the use of a liquid suspension of crystalline or amorphous material with poor water solubility. The rate of absorption of the compound then depends upon its rate of dissolution that, in turn, may depend upon crystal size and crystalline form. Alternatively, delayed absorption of a parenterally administered compound form is accomplished by dissolving or suspending the compound in an oil vehicle. Injectable depot forms are made by forming microencapsule matrices of the compound in biodegradable polymers such as polylactide-polyglycolide. Depending upon the ratio of compound to polymer and the nature of the particular polymer employed, the rate of compound release can be controlled. Examples of other biodegradable polymers include poly(orthoesters) and poly(anhydrides). Depot injectable formulations are also prepared by entrapping the compound in liposomes or microemulsions that are compatible with body tissues. [002201 Compositions for rectal or vaginal administration are preferably suppositories which can be prepared by mixing the compounds of this invention with suitable non-irritating excipients or carriers such as cocoa butter, polyethylene glycol or a suppository wax which are solid at ambient temperature but liquid at body temperature and therefore melt in the rectum or vaginal cavity and release the active compound. 94 [002211 Solid dosage forms for oral administration include capsules, tablets, pills, powders, and granules. In such solid dosage forms, the active compound is mixed with at least one inert, pharmaceutically acceptable excipient or carrier such as sodium citrate or dicalcium phosphate and/or a) fillers or extenders such as starches, lactose, sucrose, glucose, mannitol, and silicic acid, b) binders such as, for example, carboxymethylcellulose, alginates, gelatin, polyvinylpyrrolidinone, sucrose, and acacia, c) humectants such as glycerol, d) disintegrating agents such as agar--agar, calcium carbonate, potato or tapioca starch, alginic acid, certain silicates, and sodium carbonate, e) solution retarding agents such as paraffin, f) absorption accelerators such as quaternary ammonium compounds, g) wetting agents such as, for example, cetyl alcohol and glycerol monostearate, h) absorbents such as kaolin and bentonite clay, and i) lubricants such as talc, calcium stearate, magnesium stearate, solid polyethylene glycols, sodium lauryl sulfate, and mixtures thereof. In the case of capsules, tablets and pills, the dosage form may also comprise buffering agents. [002221 Solid compositions of a similar type may also be employed as fillers in soft and hard-filled gelatin capsules using such excipients as lactose or milk sugar as well as high molecular weight polyethylene glycols and the like. The solid dosage forms of tablets, dragees, capsules, pills, and granules can be prepared with coatings and shells such as enteric coatings and other coatings well known in the pharmaceutical formulating art. They may optionally contain opacifying agents and can also be of a composition that they release the active ingredient(s) only, or preferentially, in a certain part of the intestinal tract, optionally, in a delayed manner. Examples of embedding compositions that can be used include polymeric substances and waxes. Solid compositions of a similar type may also be employed as fillers in soft and hard-filled gelatin capsules using such excipients as lactose or milk sugar as well as high molecular weight polethylene glycols and the like. [002231 The active compounds can also be in microencapsulated form with one or more excipients as noted above. The solid dosage forms of tablets, dragees, capsules, pills, and granules can be prepared with coatings and shells such as enteric coatings, release controlling coatings and other coatings well known in the pharmaceutical formulating art. In such solid dosage forms the active compound may be admixed with at least one inert diluent such as sucrose, lactose or starch. Such dosage forms may also comprise, as is normal practice, additional substances other than inert diluents, e.g., tableting lubricants and other tableting aids such a magnesium stearate and microcrystalline cellulose. In the case of capsules, tablets and pills, the dosage forms may also comprise buffering agents. They may optionally contain opacifying agents and can also be of a composition that they release the active ingredient(s) 95 only, or preferentially, in a certain part of the intestinal tract, optionally, in a delayed manner. Examples of embedding compositions that can be used include polymeric substances and waxes. [002241 Dosage forms for topical or transdermal administration of a compound of this invention include ointments, pastes, creams, lotions, gels, powders, solutions, sprays, inhalants or patches. The active component is admixed under sterile conditions with a pharmaceutically acceptable carrier and any needed preservatives or buffers as may be required. Ophthalmic formulation, eardrops, and eye drops are also contemplated as being within the scope of this invention. Additionally, the present invention contemplates the use of transdermal patches, which have the added advantage of providing controlled delivery of a compound to the body. Such dosage forms are prepared by dissolving or dispensing the compound in the proper medium. Absorption enhancers can also be used to increase the flux of the compound across the skin. The rate can be controlled by either providing a rate controlling membrane or by dispersing the compound in a polymer matrix or gel. 1002251 As described generally above, the compounds of the invention are useful as inhibitors of voltage-gated sodium ion channels or calcium channels, preferably N-type calcium channels. In one embodiment, the compounds and compositions of the invention are inhibitors of one or more of NaV1.1, NaVl.2, NaVI.3, NaV1.4, NaVI.5, NaVl.6, NaVI.7, NaVI.8, NaV1.9, or CaV2.2, and thus, without wishing to be bound by any particular theory, the compounds and compositions are particularly useful for treating or lessening the severity of a disease, condition, or disorder where activation or hyperactivity of one or more of NaVL.1, NaV1.2, NaV.3, NaVI.4, NaV.5, NaV1.6, NaV1.7, NaV.8, NaV1.9, or CaV2.2 is implicated in the disease, condition, or disorder. When activation or hyperactivity of NaV1.1, NaVI.2, NaVl.3, NaVI.4, NaVl.5, NaVI.6, NaVl.7, NaV1.8, NaV1.9, or CaV2.2, is implicated in a particular disease, condition, or disorder, the disease, condition, or disorder may also be referred to as a "NaV1.1, NaVl.2, NaV1.3, NaV1.4, NaV1.5, NaV1.6, NaV1.7, NaV1.8 or NaVl.9-mediated disease, condition or disorder" or a "CaV2.2-mediated condition or disorder". Accordingly, in another aspect, the present invention provides a method for treating or lessening the severity of a disease, condition, or disorder where activation or hyperactivity of one or more of NaVl.1, NaVI.2, NaV1.3, NaV1.4, NaV1.5, NaV1.6, NaV1.7, NaV1.8 NaV1.9, or CaV2.2 is implicated in the disease state. 1002261 The activity of a compound utilized in this invention as an inhibitor of NaV1.1, NaVI.2, NaV1.3, NaVl.4, NaVI.5, NaV1.6, NaV1.7, NaVI.8, NaV1.9, or CaV2.2 may be 96 assayed according to methods described generally in the Examples herein, or according to methods available to one of ordinary skill in the art. [002271 In certain exemplary embodiments, compounds of the invention are useful as inhibitors of NaVI.8. In other embodiments, compounds of the invention are useful as inhibitors of NaV1.8 and CaV2.2. In still other embodiments, compounds of the invention are useful as inhibitors of CaV2.2. [002281 It will also be appreciated that the compounds and pharmaceutically acceptable compositions of the present invention can be employed in combination therapies, that is, the compounds and pharmaceutically acceptable compositions can be administered concurrently with, prior to, or subsequent to, one or more other desired therapeutics or medical procedures. The particular combination of therapies (therapeutics or procedures) to employ in a combination regimen will take into account compatibility of the desired therapeutics and/or procedures and the desired therapeutic effect to be achieved. It will also be appreciated that the therapies employed may achieve a desired effect for the same disorder (for example, an inventive compound may be administered concurrently with another agent used to treat the same disorder), or they may achieve different effects (e.g., control of any adverse effects). As used herein, additional therapeutic agents that are normally administered to treat or prevent a particular disease, or condition, are known as "appropriate for the disease, or condition, being treated". [002291 The amount of additional therapeutic agent present in the compositions of this invention will be no more than the amount that would normally be administered in a composition comprising that therapeutic agent as the only active agent. Preferably the amount of additional therapeutic agent in the presently disclosed compositions will range from about 50% to 100% of the amount normally present in a composition comprising that agent as the only therapeutically active agent. [002301 The compounds of this invention or pharmaceutically acceptable compositions thereof may also be incorporated into compositions for coating an implantable medical device, such as prostheses, artificial valves, vascular grafts, stents and catheters. Accordingly, the present invention, in another aspect, includes a composition for coating an implantable device comprising a compound of the present invention as described generally above, and in classes and subclasses herein, and a carrier suitable for coating said implantable device. In still another aspect, the present invention includes an implantable device coated with a composition comprising a compound of the present invention as described generally above, and in classes and subclasses herein, and a carrier suitable for coating said implantable device. Suitable 97 coatings and the general preparation of coated implantable devices are described in US Patents 6,099,562; 5,886,026; and 5,304,121. The coatings are typically biocompatible polymeric materials such as a hydrogel polymer, polymethyldisiloxane, polycaprolactone, polyethylene glycol, polylactic acid, ethylene vinyl acetate, and mixtures thereof. The coatings may optionally be further covered by a suitable topcoat of fluorosilicone, polysaccarides, polyethylene glycol, phospholipids or combinations thereof to impart controlled release characteristics in the composition. [002311 Another aspect of the invention relates to inhibiting NaVI.1, NaVl.2, NaVl.3, NaV1.4, NaVI.5, NaVI.6, NaVI.7, NaVI.8, NaVI.9, or CaV2.2 activity in a biological sample or a patient, which method comprises administering to the patient, or contacting said biological sample with a compound of the present invention or a composition comprising said compound. The term "biological sample", as used herein, includes, without limitation, cell cultures or extracts thereof; biopsied material obtained from a mammal or extracts thereof; and blood, saliva, urine, feces, semen, tears, or other body fluids or extracts thereof. [00232) Inhibition of NaVl.1, NaVl.2, NaV1.3, NaVI.4, NaV1.5, NaVI.6, NaV1.7, NaV1.8, NaV1.9, or CaV2.2 activity in a biological sample is useful for a variety of purposes that are known to one of skill in the art. Examples of such purposes include, but are not limited to, the study of sodium ion channels in biological and pathological phenomena; and the comparative evaluation of new sodium ion channel inhibitors. [002331 In order that the invention described herein may be more fully understood, the following examples are set forth. It should be understood that these examples are for illustrative purposes only and are not to be construed as limiting this invention in any manner. EXAMPLES [002341 SYNTHESIS OF EXEMPLARY COMPOUNDS OF THE INVENTION [002351 Methods: 100236] (A) Micromass MUX LCT 4 channel LC/MS, Waters 60F pump, Gilson 215 4 probe autosampler, Gilson 849 injection module, 1.5 mL/min/column flow rate, 10-99%

CH

3 CN (0.035 % TFA) / H 2 0 (0.05 % TFA) gradient, Phenomenex Luna 5u C18 columns (50 x 4.60 mm), Waters MUX UV-2488 UV detector, Cedex 75 ELSD detectors. [002371 (B)PESciex API-150-EX LC/MS, Shimadzu LC-8A pumps, Gilson 215 autosampler, Gilson 819 injection module, 3.0 mL/min flow rate, 10-99% CH 3 CN (0.035 % 98 TFA) / H 2 0 (0.05 % TFA) gradient, Phenomenex Luna 5u C18 column (50 x 4.60 mm), Shimadzu SPD-1OA UV/Vis detector, Cedex 75 ELSD detector. [002381 (C)PESciex API-150-EX LC/MS, Shimadzu LC-8A pumps, Gilson 215 autosampler, Gilson 819 injection module, 3.0 mL/min flow rate, 40-99% CH 3 CN (0.035 % TFA) / H 2 0 (0.05 % TFA) gradient, Phenomenex Luna 5u C18 column (50 x 4.60 mm), Shimadzu SPD-1OA UV/Vis detector, Cedex 75 ELSD detector. 0 O NH

CO

2 Et N 1 2 0 [002391 To a solution of ethyl 4-methyl-2-cyclohexanone-1-carboxylate 1 (4.7 g, 26.4 mmol) and 2-methoxy-benzamidine (5.7 g, 26.4 mmol) in ethanol (100 mL) was added NaOEt (21% in EtOH, 39.4 mL, 105.6 mmol) at 0 0 C. The reaction mixture was allowed to warm to room temperature and was then heated to 90'C for 12 hours. After cooling to room temperature, the solvent was removed, and the residue was taken up in ice water, extracted with DCM (50 mL x 2), dried (Na 2

SO

4 ) and concentrated to give a crude yellow solid. The crude mixture was purified by silica gel chromatography (65% EtOAc/35% hexane) to afford 2 (2.7 g, 9.9 mmol, 38 % yield) as a white solid. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs) = 272.0 retention time 2.77 min. CI 0 NH N- N 2 -~0 ObO [002401 2-(2-Methoxy-phenyl)-7-methyl-5,6,7,8-tetrahydro-3H-quinazolin-4-one 2 (2.2 g, 8.15 mmol) was dissolved in phosphorus oxychloride (50 mL) and heated to 90'C for 3 hours. The solution was cooled to room temperature and solvent removed in vacuo. The residue was taken up in ice water, neuralized with sat aqueous NaHCO 3 , extracted with dichloromethane (150 mL) (PH = 10), and concentrated to afford 3 (2.2 g, 7.61 mmol, 93% yield) as light yellow solid. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs) = 290.0 retention time 3.73 min. 99 CI CI N "-N 3 00HO [002411 To a solution of 4-chloroquinazoline 3 (2.2 g, 7.86 mmol) in dichloromethane (100 mL) in a round-bottomed flask equipped with rubber septum, stirring bar and nitrogen balloon was added boron tribromide (IM in DCM, 39.3 mmol) dropwise at -78*C. The reaction was warmed to room temperature and allowed to stir for 3 hours at room temperature. Then the reaction mixture was cooled to -78'C and quenched with saturated aqueous NaHCO 3 (50 mL). After stirring for 1 hour at room temperature, the mixture was extracted with dichloromethane (2 x 100 mL), dried over Na 2

SO

4 and concentrated to afford 4 (2.1 g, 7.76 mmol, 97 %yield) as a light pink solid. LC/MS, (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs) = 275.0 retention time 4.60 min. N- N N [002421 To a solution of 2-(4-chloro-7-methyl-5,6,7,8-tetrahydroquinazolin-2-yl)-phenol 4 (50 mg, 0.18 mmol) in THF (2 mL) was added triethylamine (0.072 mL, 0.54 mmol) and dimethylamine (IM in THF, 0.9 mL, 0.9 mmol). After stirring at room temperature overnight, the solvent was removed in vacuo. The crude mixture was purified by using Gilson HPLC to afford the TFA salt of 1-2 (47 mg, 0.12 mmol, 67% yield) as a white solid. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs) = 284.0 retention time 3.17 min. 0 S CO C NH

CO

2 Et N 6 7 O [002431 A solution of ethyl 4-oxo-tetranhydrothiophene-3-carboxylic acid ethyl ester 6 (1.0 g, 26.4 mmol) and 2-methoxy-benzamidine (5.7 g, 26.4 mmol) in ethanol (100 mL) was stirred at ambient temperature overnight, then heated at reflux for 4 hours. After cooling to ambient temperature, the solvent was removed in vacuo. The crude mixture was purified by flash chromatography on silica (65% EtOAc/ 35% hexane) to afford 7 (2.7 g, 10.4 mmol, 39% 100 yield) as a white solid. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs) = 261.0, retention time 2.89 min. 0 0 SCI NH -02S/ NH N N 7 N 8 N 1 0 [002441 To a solution of 2-(2-methoxy-phenyl)-5,7-dihydro-3H-thieno[3,4-d]pyrimidine 4-one 7 (1.0 g, 3.94 mmol) in dichloromethane (100 mL) was added MCPBA (1.8 g, 7.9 mmol) in portions at ambient temperature. After stirring for 3 hours at ambient temperature, the reaction was quenched with saturated aqueous sodium thiosulfate, washed with aqueous sodium bicarbonate, water, and then extracted twice with 50 mL portions of dichloromethane. The combined organic layer was dried (Na 2

SO

4 ) and concentrated in vacuo to give the crude product as a yellow solid. Purification by flash chromatography on silica gel (65% EtOAc/35% hexane) gave 8 (1.1 g, 3.8 mmol, 97% yield) as a white solid. LC/MS (Method C: 10-99%

CH

3 CN / H 2 0) M+1 (obs) = 293.0, retention time 2.39 min. 0 0 02S NH MeO 2 C NH N MeO 2 C N [002451 A solution of 2-(2-methoxy-phenyl)-6,6-dioxo-3,5,6,7-tetrahydro-6-thieno[3,4 d]pyrimidine-4-one 8 (1.0 g, 3.4 mmol) and diethyl maleate (4.3 mL, 34 mmol) in toluene ( 100 mL), was refluxed for 18 hours in a 150 mL round-bottomed flask equipped with a Dean-Stark trap. The solvent was removed in vacuo and the crude mixture purified by flash chromatography on silica gel to afford 9 (1.0 g, 2.7 mmol, 79% yield) as a white solid. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs) = 372.8, retention time 2.70 min. 0 C1 NHN NH - N N ' N N 10 11 [002461 A 250 mL roundbottom flask, equipped with a reflux condenser, was charged with a mixture of 11 (2.0 g, 5.8 mmol), N, N-dimethylaniline (0.70 g, 5.8 mmol), and phosphoryl chloride (8.9g, 57.7 mmol). The mixture was heated, with stirring, at 95 C for 10 101 minutes. The clear solution was concentrated under reduced pressure and the residue was poured onto ice (250 g) followed by the addition of CH 2

CI

2 (500 mL). The mixture was made strongly basic by the dropwise addition of 50% aqueous NaOH solution. The organic portion was dried (MgSO 4 ) and evaporated under reduced pressure. The residue was purified by silica gel chromatography using (70% hexanes, 30% ethyl acetate) to obtain 11 (1.6 g, 4.3 mmol, 75% yield) as a light yellow oil. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs) 375.3; Rt = 1.90. CI N N N 6 N N N I HO 12 1-40 [002471 A 250 mL roundbottom flask was charged with a solution of 12 (3.5 g, 9.6 mmol), and CH 2

CL

2 (120 mL). To this solution was added boron tribromide (28.8 mL, 28.8 mmol, 1.OM in CH 2

CI

2 ) dropwise over a period of 5 minutes. The solution was stirred at 25 'C for 30 minutes. The mixture was poured into saturated aqueuous NaHCO 3 solution (500 mL) followed by the addition of CH 2

CI

2 (300 mL). The organic portion was dried (MgSO 4 ) and treated with triethylamine (1.4 mL, 10.0 mmol) followed by the addition of dimethylamine (14.4 mL, 28.8 mmol, 2.0 M in THF). The mixture was stirred at ambient temperature for 1 hour. The mixture was evaporated to dryness under reduced pressure. The residue was purified by silica gel chromatography using (70% hexanes, 30% ethyl acetate) to obtain 1-40 (1.3 g, 3.6 mmol, 39% yield) as a white solid. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+l (obs) = 361.2; Rt = 2.42. 'N N N N N N HN HOO HO 1-40 1-48 [00248] A 250 mL roundbottom flask, equipped with a reflux condenser, was charged with a solution of 1-40 (1.3 g, 3.6 mmol), AcOH (50 mL), and 10% palladium on carbon (200 mg), under an atmosphere of N 2 . A hydrogen balloon was introduced to the top of the reflux condenser via a needle pierced septa. The mixture was stirred and heated at 90 'C for 6 hours. 102 The mixture was purged with N 2 , cooled, filtered, and the filtrate evaporated to dryness under reduced pressure to obtain compound 1-48 (1.0 g, 3.6 mmol, 100% yield) as a white solid. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs) = 271.2; Rt = 2.00. N N N N HN N 0 N N HO HO 1-48 1-49 1002491 A 2 mL vial was charged with a solution of 4 (25 mg, 0.09 mmol), triethylamine (19 mg, 18 mmol), and CH 2 Cl 2 (0.5 mL), under an atmosphere of N 2 . To this solution was added acetyl chloride (7.0 mg, 0.09 mmol). The mixture was stirred at 25 0 C for 20 minutes. The mixture was purified by HPLC to obtain compound 1-49 (32 mg, 0.07 mmol, 80% yield) as a trifluoroacetic acid salt. LC/MS (Method C: 10-99% CH 3 CN / H 2 0) M+1 (obs)= 313.2; R,=2.18. [00250] Other compounds of formula I have been prepared by methods substantially similar to those described above. The characterization data for these compounds is summarized in Table 3 below and includes HPLC, LC/MS (observed) and 'H NMR data. Compound numbers correspond to the compound numbers listed in Table 2. [002511 Table 3. Characterization Data for Selected Compounds of Formula I 103 Cmd LC-MS LC-MS Cmd LC-MS LC-MS M+1 (obs) R, M+1 (obs) R, 30 284.0 3.23 81 327.2 2.41 31 326.0 3.51 82 285.2 2.04 32 310.2 3.27 83 299.2 2.43 33 270.0 3.04 84 290.0 2.49 34 312.0 3.21 85 274.0 2.75 35 296.2 3.16 86 405.4 2.30 36 284.0 3.17 87 419.2 2.52 37 326.2 3.42 88 391.2 2.52 38 310.4 3.28 89 445.2 2.84 39 312.0 2.59 90 429.4 2.79 40 314.0 1.98 91 375.2 2.86 41 314.0 2.01 92 428.2 3.43 42 341.4 1.73 93 412.4 3.06 43 327.2 1.70 94 386.0 2.91 44 372.2 2.43 95 342.0 2.89 45 325.2 1.96 96 383.8 2.79 46 367.0 2.19 97 406.4 1.93 47 350.0 2.84 98 368.2 2.16 48 350.2 1.64 99 254.8 2.20 49 324.0 2.87 100 281.0 2.43 50 339.0 2.01 101 297.0 2.15 51 338.0 3.10 102 295.0 2.57 52 338.0 3.07 103 312.8 2.41 53 353.2 1.76 104 309.0 2.76 54 338.0 2.50 105 255.0 1.88 55 340.0 2.19 106 281.0 2.10 56 286.0 2.18 107 297.2 2.12 57 312.0 2.39 108 295.2 2.41 58 328.0 2.10 109 313.0 2.44 59 341.2 1.55 110 325.2 2.17 60 359.8 2.93 111 309.4 2.63 61 423.0 2.69 112 300.4 2.08 62 276.0 5.53 113 298.3 2.07 63 258.0 5.57 114 243.0 2.47 64 375.3 1.90 115 410.0 2.76 65 375.4 1.81 116 397.2 2.32 66 255.8 2.39 117 324.0 2.93 67 281.8 2.53 118 324.0 2.93 68 297.8 2.52 119 338.0 3.51 69 297.2 2.83 120 326.0 3.02 70 361.2 2.42 121 283.9 2.68 71 361.4 2.23 122 353.9 2.91 72 271.2 2.00 123 309.9 2.73 73 271.2 1.72 124 397.1 3.07 74 349.3 2.61 125 378.1 3.16 75 363.2 2.76 126 283.8 2.65 76 313.2 2.18 127 310.0 2.79 77 327.3 2.37 128 323.9 3.22 78 349.1 2.52 129 326.1 2.97 79 363.2 2.30 130 337.9 3.41 80 313.2 1.93 131 339.1 2.64 104 Cmd LC-MS LC-MS Cmd LC-MS LC-MS M+1 (obs) R, M+l (obs) R, 132 397.1 3.26 139 417.1 3.11 133 445.0 3.68 140 403.1 2.99 134 378.2 3.20 141 431.1 3.23 135 338.5 3.31 142 345.9 3.11 136 352.0 3.31 143 359.9 3.46 137 366.2 3.52 144 339.9 2.91 138 425.2 3.39 145 356.1 3.04 105 [002521 ASSAYS FOR DETECTING AND MEASURING NaV INHIBITION PROPERTIES OF COMPOUNDS [002531 A) Optical methods for assaying NaV inhibition properties of compounds: [00254] Compounds of the invention are useful as antagonists of voltage-gated sodium ion channels. Antagonist properties of test compounds were assessed as follows. Cells expressing the NaV of interest were placed into microtiter plates. After an incubation period, the cells were stained with fluorescent dyes sensitive to the transmembrane potential. The test compounds were added to the microtiter plate. The cells were stimulated with either a chemical or electrical means to evoke a NaV dependent membrane potential change from unblocked channels, which was detected and measured with trans-membrane potential-sensitive dyes. Antagonists were detected as a decreased membrane potential response to the stimulus. The optical membrane potential assay utilized voltage-sensitive FRET sensors described by Gonzalez and Tsien (See Gonzalez, J. E. and R. Y. Tsien (1995) "Voltage sensing by fluorescence resonance energy transfer in single cells" Biophys J 69(4): 1272-80, and Gonzalez, J. E. and R. Y. Tsien (1997) "Improved indicators of cell membrane potential that use fluorescence resonance energy transfer" Chem Biol 4(4): 269-77) in combination with instrumentation for measuring fluorescence changes such as the Voltage/Ion Probe Reader (VIPR*) (Se Gonzalez, J. E., K. Oades, et al. (1999) "Cell-based assays and instrumentation for screening ion-channel targets" Drug Discov Today 4(9): 431-439). [002551 B) VIPR* optical membrane potential assay method with chemical stimulation [002561 Cell Handling and Dye Loading [002571 24 hours before the assay on VIPR, CHO cells endogenously expressing a NaVI.2 type voltage-gated NaV are seeded in 96-well poly-lysine coated plates at 60,000 cells per well. Other subtypes are performed in an analogous mode in a cell line expressing the NaV of interest. 1) On the day of the assay, medium is aspirated and cells are washed twice with 225 tL of Bath Solution #2 (BS#2). 2) A 15 uM CC2-DMPE solution is prepared by mixing 5 mM coumarin stock solution with 10% Pluronic 127 1:1 and then dissolving the mix in the appropriate volume of BS#2. 3) After bath solution is removed from the 96-well plates, the cells are loaded with 80 tL of the CC2-DMPE solution. Plates are incubated in the dark for 30 minutes at room temperature. 106 4) While the cells are being stained with coumarin, a 15 pL oxonol solution in BS#2 is prepared. In addition to DiSBAC 2 (3), this solution should contain 0.75 mM ABSCl and 30 pL veratridine (prepared from 10 mM EtOH stock, Sigma #V-5754). 5) After 30 minutes, CC2-DMPE is removed and the cells are washed twice with 225 p1L of BS#2. As before, the residual volume should be 40 ptL. 6) Upon removing the bath, the cells are loaded with 80 pL of the DiSBAC 2 (3) solution, after which test compound, dissolved in DMSO, is added to achieve the desired test concentration to each well from the drug addition plate and mixed thoroughly. The volume in the well should be roughly 121 pL. The cells are then incubated for 20-30 minutes. 7) Once the incubation is complete, the cells are ready to be assayed on VIPR* with a sodium addback protocol. 120 L of Bath solution #1 is added to stimulate the NaV dependent depolarization. 200 tL tetracaine was used as an antagonist positive control for block of the NaV channel. [002581 Analysis of VIPR* Data: [002591 Data are analyzed and reported as normalized ratios of background-subtracted emission intensities measured in the 460 nm and 580 nm channels. Background intensities are then subtracted from each assay channel. Background intensities are obtained by measuring the emission intensities during the same time periods from identically treated assay wells in which there are no cells. The response as a function of time is then reported as the ratios obtained using the following formula: (intensity 460 nm - background 460 nm) R(t)= -------------------------------------------- (intensity 580 nm - background 580 nm) 100260] The data is further reduced by calculating the initial (Ri) and final (Re) ratios. These are the average ratio values during part or all of the pre-stimulation period, and during sample points during the stimulation period. The response to the stimulus R = R/Ri is then calculated. For the Na* addback analysis time windows, baseline is 2-7 sec and final response is sampled at 15-24 sec. 107 1002611 Control responses are obtained by performing assays in the presence of a compound with the desired properties (positive control), such as tetracaine, and in the absence of pharmacological agents (negative control). Responses to the negative (N) and positive (P) controls are calculated as above. The compound antagonist activity A is defined as: A = R-P * 100 . where R is the ratio response of the test compound N-P Solutions [mM] Bath Solution #1: NaCl 160, KCI 4.5, CaCl 2 2, MgCI 2 1, HEPES 10, pH 7.4 with NaOH Bath Solution #2 TMA-Cl 160, CaCl 2 0.1, MgCl 2 1, HEPES 10, pH 7.4 with KOH (final K concentration ~ 5 mM) CC2-DMPE: prepared as a 5 mM stock solution in DMSO and stored at -20*C DiSBAC 2 (3): prepared as a 12 mM stock in DMSO and stored at -20*C ABSCI: prepared as a 200 mM stock in distilled H 2 0 and stored at room temperature 1002621 Cell Culture [002631 CHO cells are grown in DMEM (Dulbecco's Modified Eagle Medium; GibcoBRL #10569-010) supplemented with 10% FBS (Fetal Bovine Serum, qualified; GibcoBRL #16140 071) and 1% Pen-Strep (Penicillin-Streptomycin; GibcoBRL #15140-122). Cells are grown in vented cap flasks, in 90% humidity and 10% C0 2 , to 100% confluence. They are usually split by trypsinization 1:10 or 1:20, depending on scheduling needs, and grown for 2-3 days before the next split. [002641 C) VIPR* optical membrane potential assay method with electrical stimulation [002651 The following is an example of how NaV1.3 inhibition activity is measured using the optical membrane potential method#2. Other subtypes are performed in an analogous mode in a cell line expressing the NaV of interest. 1002661 HEK293 cells stably expressing NaV1.3 are plated into 96-well microtiter plates. After an appropriate incubation period, the cells are stained with the voltage sensitive dyes CC2-DMPE/DiSBAC2(3) as follows. 108 [00267\ Reagents: 100 mg/mL Pluronic F-127 (Sigma #P2443), in dry DMSO 10 mM DiSBAC 2 (3) (Aurora #00-100-010) in dry DMSO 10 mM CC2-DMPE (Aurora #00-100-008) in dry DMSO 200 mM ABSC1 in H 2 0 Hank's Balanced Salt Solution (Hyclone #SH30268.02) supplemented with 10 mM HEPES (Gibco #15630-080) 1002681 Loading protocol: [002691 2X CC2-DMPE = 20 tM CC2-DMPE: 10 mM CC2-DMPE is vortexed with an equivalent volume of 10% pluronic, followed by vortexing in required amount of HBSS containing 10 mM HEPES. Each cell plate will require 5 mL of 2X CC2-DMPE. 50 PL of 2X CC2-DMPE is to wells containing washed cells, resulting in a 10 PM final staining concentration. The cells are stained for 30 minutes in the dark at RT. [002701 2X DISBAC 2 (3) with ABSC1 = 6stM DISBAC 2 (3) and 1 mM ABSC1: The required amount of 10 mM DISBAC 2 (3) is added to a 50 ml conical tube and mixed with 1 pL 10% pluronic for each mL of solution to be made and vortexed together. Then HBSS/HEPES is added to make up 2X solution. Finally, the ABSCI is added . [002711 The 2X DiSBAC 2 (3) solution can be used to solvate compound plates. Note that compound plates are made at 2X drug concentration. Wash stained plate again, leaving residual volume of 50 ptL. Add 50 uL/well of the 2X DiSBAC 2 (3) w/ ABSCI. Stain for 30 minutes in the dark at RT. [00272] The electrical stimulation instrument and methods of use are described in ION Channel Assay Methods PCT/US01/21652, herein incorporated by reference. The instrument comprises a microtiter plate handler, an optical system for exciting the coumarin dye while simultaneously recording the coumarin and oxonol emissions, a waveform generator, a current or voltage-controlled amplifier, and a device for inserting electrodes in well. Under integrated computer control, this instrument passes user-programmed electrical stimulus protocols to cells within the wells of the microtiter plate. [002731 Reagents [002741 Assay buffer #1 140 mM NaCl, 4.5 mM KC1, 2 mM CaCl 2 , 1 mM MgCl 2 , 10 mM HEPES, 10 mM glucose, pH 7.40, 330 mOsm 109 Pluronic stock (1000X): 100 mg/mL pluronic 127 in dry DMSO Oxonol stock (3333X): 10 mM DiSBAC 2 (3) in dry DMSO Coumarin stock (1OOX): 10 mM CC2-DMPE in dry DMSO ABSCI stock (400X): 200 mM ABSCl in water [00275] Assay Protocol 1. Insert or use electrodes into each well to be assayed. 2. Use the current-controlled amplifier to deliver stimulation wave pulses for 3 s. Two seconds of pre-stimulus recording are performed to obtain the un-stimulated intensities. Five seconds of post-stimulation recording are performed to examine the relaxation to the resting state. [002761 Data Analysis [002771 Data are analyzed and reported as normalized ratios of background-subtracted emission intensities measured in the 460 nm and 580 nm channels. Background intensities are then subtracted from each assay channel. Background intensities are obtained by measuring the emission intensities during the same time periods from identically treated assay wells in which there are no cells. The response as a function of time is then reported as the ratios obtained using the following formula: (intensity 460 nm - background 460 nm) R(t) = -------------------------------------------- (intensity 580 nm - background 580 nm) [002781 The data is further reduced by calculating the initial (Ri) and final (Rr) ratios. These are the average ratio values during part or all of the pre-stimulation period, and during sample points during the stimulation period. The response to the stimulus R = Rr/R is then calculated. 1002791 Control responses are obtained by performing assays in the presence of a compound with the desired properties (positive control), such as tetracaine, and in the absence of pharmacological agents (negative control). Responses to the negative (N) and positive (P) controls are calculated as above. The compound antagonist activity A is defined as: A = R-P *100 . where R is the ratio response of the test compound. N-P 110 100280] ELECTROPHYSIOLOGY ASSAYS FOR NaV ACTIVITY AND INHBITION OF TEST COMPOUNDS [002811 Patch clamp electrophysiology was used to assess the efficacy and selectivity of sodium channel blockers in dorsal root ganglion neurons. Rat neurons were isolated from the dorsal root ganglions and maintained in culture for 2 to 10 days in the presence of NGF (50 ng/ml) (culture media consisted of NeurobasalA supplemented with B27, glutamine and antibiotics). Small diameter neurons (nociceptors, 8-12 tm in diameter) have been visually identified and probed with fine tip glass electrodes connected to an amplifier (Axon Instruments). The "voltage clamp" mode has been used to assess the compound's IC50 holding the cells at - 60 mV. In addition, the "current clamp" mode has been employed to test the efficacy of the compounds in blocking action potential generation in response to current injections. The results of these experiments have contributed to the definition of the efficacy profile of the compounds. [002821 VOLTAGE-CLAMP assay in DRG neurons [002831 TTX-resistant sodium currents were recorded from DRG somata using the whole cell variation of the patch clamp technique. Recordings were made at room temperature (~220 C) with thick walled borosilicate glass electrodes (WPI; resistance 3-4 MQ) using an Axopatch 200B amplifier (Axon Instruments). After establishing the whole-cell configuration, approximately 15 minutes were allowed for the pipette solution to equilibrate within the cell before beginning recording. Currents were lowpass filtered between 2-5 kHz and digitally sampled at 10 kHz. Series resistance was compensated 60-70% and was monitored continuously throughout the experiment. The liquid junction potential (-7 mV) between the intracellular pipette solution and the external recording solution was not accounted for in the data analysis. Test solutions were applied to the cells with a gravity driven fast perfusion system (SF-77; Warner Instruments). [002841 Dose-response relationships were determined in voltage clamp mode by repeatedly depolarizing the cell from the experiment specific holding potential to a test potential of+1OmV once every 60 seconds. Blocking effects were allowed to plateau before proceeding to the next test concentration. 100285] Solutions 1002861 Intracellular solution (in mM): Cs-F (130), NaCl (10), MgCl 2 (1), EGTA (1.5), CaC1 2 (0.1), HEPES (10), glucose (2), pH = 7.42, 290 mOsm. Ill 1002871 Extracellular solution (in mM): NaCl (138), CaCl 2 (1.26), KCI (5.33), KH 2

PO

4 (0.44), MgCl 2 (0.5), MgSO 4 (0.41), NaHCO 3 (4), Na 2

HPO

4 (0.3), glucose (5.6), HEPES (10), CdCI2 (0.4 ), NiCl2 (0.1), TTX (0.25 x 10-). [002881 CURRENT-CLAMP assay for NaV channel inhibition activity of compounds [002891 Cells were current-clamped in whole-cell configuration with a Multiplamp 700A amplifier (Axon Inst). Borosilicate pipettes (4-5 MOhm) were filled with (in mM):150 K gluconate, 10 NaCl, 0.1 EGTA, 10 Hepes, 2 MgCl 2 , (buffered to pH 7.34 with KOH). Cells were bathed in (in mM): 140 NaCl, 3 KCl, 1 MgCl , 1 CaCl , and 10 Hepes). Pipette potential was zeroed before seal formation; liquid junction potentials were not corrected during acquisition. Recordings were made at room temperature. [002901 Compounds of the invention as depicted generally herein and in Table 2 were found to inhibit voltage-gated sodium channels at 25.0 pM or less. [002911 ASSAYS FOR DETECTING AND MEASURING CaV INHIBITION PROPERTIES OF COMPOUNDS [002921 A) Optical methods for assaying CaV inhibition properties of compounds: [002931 Compounds of the invention are useful as antagonists of voltage-gated calcium ion channels. Antagonist properties of test compounds were assessed as follows. Cells expressing the CaV of interest were placed into microtiter plates. After an incubation period, the cells were stained with fluorescent dyes sensitive to the transmembrane potential. The test compounds were added to the microtiter plate. The cells were stimulated with electrical means to evoke a CaV dependent membrane potential change from unblocked channels, which was detected and measured with trans-membrane potential-sensitive dyes. Antagonists were detected as a decreased membrane potential response to the stimulus. The optical membrane potential assay utilized voltage-sensitive FRET sensors described by Gonzalez and Tsien (See, Gonzalez, J. E. and R. Y. Tsien (1995) "Voltage sensing by fluorescence resonance energy transfer in single cells" Biophys J 69(4): 1272-80, and Gonzalez, J. E. and R. Y. Tsien (1997) "Improved indicators of cell membrane potential that use fluorescence resonance energy transfer" Chem Biol 4(4): 269-77) in combination with instrumentation for measuring fluorescence changes such as the Voltage/Ion Probe Reader (VIPR*) (Se Gonzalez, J. E., K. Oades, et al. (1999) "Cell-based assays and instrumentation for screening ion-channel targets" Drug Discov Today 4(9): 431-439). [002941 VIPR* optical membrane potential assay method with electrical stimulation 112 1002951 The following is an example of how CaV2.2 inhibition activity is measured using the optical membrane potential method. Other subtypes are performed in an analogous mode in a cell line expressing the CaV of interest. [00296] HEK293 cells stably expressing CaV2.2 are plated into 96-well microtiter plates. After an appropriate incubation period, the cells are stained with the voltage sensitive dyes CC2-DMPE/DiSBAC2(3) as follows. Reagents: 100 mg/mL Pluronic F-127 (Sigma #P2443), in dry DMSO 10 mM DiSBAC 6 (3) (Aurora #00-100-010) in dry DMSO 10 mM CC2-DMPE (Aurora #00-100-008) in dry DMSO 200 mM Acid Yellow 17 (Aurora #VABSC) in H 2 0 370mM Barium Chloride (Sigma Cat# B6394) in H 2 0 Bath X 160mM NaCl (Sigma Cat# S-9888) 4.5mM KCI (Sigma Cat# P-5405) 1mM MgCl2 (Fluka Cat# 63064) 10mM HEPES (Sigma Cat# H-4034) pH 7.4 using NaOH [00297] Loading rotocol: [00298] 2X CC2-DMPE = 20 piM CC2-DMPE: 10 mM CC2-DMPE is vortexed with an equivalent volume of 10% pluronic, followed by vortexing in required amount of HBSS containing 10 mM HEPES. Each cell plate will require 5 mL of 2X CC2-DMPE. 50 IL of 2X CC2-DMPE is added to wells containing washed cells, resulting in a 10 pLM final staining concentration. The cells are stained for 30 minutes in the dark at RT. [002991 2X CC2DMPE & DISBAC 6 (3) = 8 piM CC2DMPE & 2. 5 pM DISBAC 6 (3): Vortex together both dyes with an equivalent volume of 10% pluronic (in DMSO). Vortex in required amount of Bath X with beta-cyclodextrin. Each 96well cell plate will require 5 ml of 2XCC2DMPE. Wash plate with ELx405 with Bath X, leaving a residual volume of 50 pL/well. Add 50 ptL of 2XCC2DMPE & DISBAC 6 (3) to each well. Stain for 30 minutes in the dark at RT. 113 1003001 1. 5X AY17 = 750 piM AY17 with 15mM BaC 2 : Add Acid Yellow 17 to vessel containing Bath X. Mix well. Allow solution to sit for 10 minutes. Slowly mix in 370mM BaCl 2 . This solution can be used to solvate compound plates. Note that compound plates are made at 1.5X drug concentration and not the usual 2X. Wash CC2 stained plate, again, leaving residual volume of 50 tL. Add 100 uL/well of the AY17 solution. Stain for15 minutes in the dark at RT. Run plate on the optical reader. 1003011 The electrical stimulation instrument and methods of use are described in ION Channel Assay Methods PCT/US01/21652, herein incorporated by reference. The instrument comprises a microtiter plate handler, an optical system for exciting the coumarin dye while simultaneously recording the coumarin and oxonol emissions, a waveform generator, a current or voltage-controlled amplifier, and a device for inserting electrodes in well. Under integrated computer control, this instrument passes user-programmed electrical stimulus protocols to cells within the wells of the microtiter plate. [003021 Assay Protocol [003031 Insert or use electrodes into each well to be assayed. [003041 Use the current-controlled amplifier to deliver stimulation wave pulses for 3-5 s. Two seconds of pre-stimulus recording are performed to obtain the un-stimulated intensities. Five seconds of post-stimulation recording are performed to examine the relaxation to the resting state. [003051 Data Analysis 100306] Data are analyzed and reported as normalized ratios of background-subtracted emission intensities measured in the 460 nm and 580 nm channels. Background intensities are then subtracted from each assay channel. Background intensities are obtained by measuring the emission intensities during the same time periods from identically treated assay wells in which there are no cells. The response as a function of time is then reported as the ratios obtained using the following formula: (intensity 460 nm - background 460 nm) R(t)= -------------------------------------------- (intensity 580 nm - background 580 nm) [00307] The data is further reduced by calculating the initial (Ri) and final (Rr) ratios. These are the average ratio values during part or all of the pre-stimulation period, and during sample points during the stimulation period. The response to the stimulus R = Rr/Ri is then calculated. 114 [003081 Control responses are obtained by performing assays in the presence of a compound with the desired properties (positive control), such as mibefradil, and in the absence of pharmacological agents (negative control). Responses to the negative (N) and positive (P) controls are calculated as above. The compound antagonist activity A is defined as: A = R- P *100 . where R is the ratio response of the test compound. N-P [003091 ELECTROPHYSIOLOGY ASSAYS FOR CaV ACTIVITY AND INHBITION OF TEST COMPOUNDS 1003101 Patch clamp electrophysiology was used to assess the efficacy of calcium channel blockers expressed in HEK293 cells. HEK293 cells expressing CaV2.2 have been visually identified and probed with fine tip glass electrodes connected to an amplifier (Axon Instruments). The "voltage clamp" mode has been used to assess the compound's IC50 holding the cells at - 100 mV. The results of these experiments have contributed to the definition of the efficacy profile of the compounds. [003111 VOLTAGE-CLAMP assay in HEK293 cells expressing CaV2.2 1003121 CaV2.2 calcium currents were recorded from HEK293 cells using the whole-cell variation of the patch clamp technique. Recordings were made at room temperature (~220 C) with thick walled borosilicate glass electrodes (WPI; resistance 3-4 MQ) using an Axopatch 200B amplifier (Axon Instruments). After establishing the whole-cell configuration, approximately 15 minutes were allowed for the pipette solution to equilibrate within the cell before beginning recording. Currents were lowpass filtered between 2-5 kHz and digitally sampled at 10 kHz. Series resistance was compensated 60-70% and was monitored continuously throughout the experiment. The liquid junction potential (-7 mV) between the intracellular pipette solution and the external recording solution was not accounted for in the data analysis. Test solutions were applied to the cells with a gravity driven fast perfusion system (SF-77; Warner Instruments). [00313] Dose-response relationships were determined in voltage clamp mode by repeatedly depolarizing the cell from the experiment specific holding potential to a test potential of +20mV for 50ms at frequencies of 0.1, 1, 5, 10, 15, and 20 Hz. Blocking effects were allowed to plateau before proceeding to the next test concentration. 1003141 Solutions [003151 Intracellular solution (in mM): Cs-F (130), NaCl (10), MgCl 2 (1), EGTA (1.5), CaC1 2 (0.1), HEPES (10), glucose (2), pH = 7.42, 290 mOsm. 115 [003161 Extracellular solution (in mM): NaCI (138), BaCl 2 (10), KCl (5.33), KH 2

PO

4 (0.44), MgCl 2 (0.5), MgSO 4 (0.41), NaHCO 3 (4), Na 2

HPO

4 (0.3), glucose (5.6), HEPES (10). [003171 Following these procedures, representative compounds of the present invention were found to possess desired N-type calcium channel modulation activity and selectivity. 116

Claims (140)

1. 7-fluoro-1H-indazol-3-yl, 5-fluoro-1H-indazol-3-yl, 5,7-difluoro-1H-indazol-3-yl or 5 methyl-1H-pyrazolyl, and Ring A is an unsubstituted phenyl group or is a phenyl group substituted in the ortho position with Cl or CF 3 , then at least one R 4 is other than hydrogen; and d) 5(6H)-quinazolinone, 4-anilino-7,8-dihydro-2,7-diphenyl- and 5(6H)-quinazolinone, 4-anilino-7,8-dihydro-7,7-dimethyl-2-phenyl- are excluded. 2. The compound according to claim 1, wherein p is 0 or 1. 3. The compound according to claim 1, wherein Ring A is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R , and at one or more substitutable nitrogen atoms with -R , wherein R 7 and R 8 are as defined above. 4. The compound according to claim 1, wherein: X1, X2 , and X4 are CH2, and X 3 is CH-Me or N-(C. 4 alkyl), N-benzyl; p is 0, 1 or 2; R1 is methyl and R 2 is furan-2-ylmethyl, dimethylaminoethyl, or methyl; or R' and R 2 taken together form piperidinyl, piperazinyl, 4-methylpiperidinyl, 4-CI 4 alkoxypiperidinyl, morpholinyl, 4-carboxy-Ci. 4 alkylpiperazinyl, or 4-C 14 alkylsulfonylpiperazinyl; and ring A is 2-hydroxyphenyl, 2-hydroxy-6-fluorophenyl, phenyl-2-disodium phosphate, or pyrrolyl. 5. The compound according to claim 4, wherein: X', X2, and X 4 are CH 2 , and X 3 is CH-Me or N-Me; p is I; 120 R' is methyl and R 2 is furan-2-ylmethyl or methyl; or R' and R 2 taken together form piperidinyl, 4-methylpiperidinyl, morpholinyl, or 4 -Ci4 alkylsulfonylpiperazinyl; and ring A is 2-hydroxyphenyl or 2-hydroxy-6-fluorophenyl. 6. The compound according to claim 5, wherein: X', X2 , and X4 are CH2, and X 3 is CH-Me; p is 1; R' is methyl and R 2 is furan-2-ylmethyl or methyl; or R' and R 2 taken together form piperidinyl, 4-methylpiperidinyl, or 4-CI.4 alkylsulfonylpiperazinyl; and ring A is 2-hydroxyphenyl or 2-hydroxy-6-fluorophenyl. 7. The compound according to claim 6, wherein: XI, X 2 , and X 4 are CH 2 , and X 3 is CH-Me; p is 1; R' and R 2 taken together form 4-methylpiperidinyl or 4 -C14 alkylsulfonylpiperazinyl; and ring A is 2-hyhdroxy or 2-hydroxy-6-fluorophenyl.
2. 8. The compound according to claim 1, wherein: X1, and X 2 are CH 2 , X 4 is CHOH or CH 2 , and X 3 is CH 2 , CH-Me, or C(O)-Me; p is 1; R 1 is methyl and R 2 methyl or methylaminoethyl; or R' and R 2 taken together form 1 -piperidinyl, 1 -piperazinyl, or 4-methylpiperazinyl; and ring A is 2-hydroxyphenyl, 2-fluorophenyl, or 1-pyrrolyl.
3. 9. The compound according to claim 8, wherein: X', X 2 , and X 4 are CH 2 , and X 3 is CH 2 or CH-Me; p is 1; R' is methyl and R2 is methyl or methylaminoethyl; or R' and R 2 taken together form 1 -piperazinyl or 4-methylpiperazinyl; and ring A is 2-hydroxyphenyl or 1-pyrrolyl. 121
4. 10. The compound according to claim 1, wherein: X' and X 4 are CH 2 , X 2 is CH 2 , CHMe, or C(O)OMe, and X 3 is N-benzyl, N-(3 methoxybenzyl), N-(4-carboxymethylbenzyl), CH 2 , or CH-Me; p is 1; R' is methyl or benzyl and R 2 is methyl or dimethylaminoethyl; or R1 and R 2 taken together form a 1-piperazinyl, 1-piperidinyl, 4-carboxyethylpiperazinyl, 4-Ci4 alkylsulfonyl piperazinyl, 4-methylpiperidinyl, 4-methoxypiperidinyl, 4 methylpiperazinyl, 3-diethylaminocarbonylpiperidinyl, or morpholinyl; and ring A is 2-hydroxyphenyl, 2-methoxyphenyl, or 1-pyrrolyl.
5. 11. The compound according to claim 10, wherein: X1, X 2 , and X 4 are CH 2 , and X 3 is N-benzyl, N-(3-methoxybenzyl), N-(4 carboxymethylbenzyl), CH 2 , or CH-Me; p is 1; R 1 is methyl or benzyl and R 2 is methyl or dimethylaminoethyl; or R' and R2 taken together form a 1-piperazinyl, 1-piperidinyl, 4-carboxyethylpiperazinyl, 4-C 1 . 4 alkylsulfonyl piperazinyl, 4-methylpiperidinyl, 4-methoxypiperidinyl, 3 diethylaminocarbonylpiperidinyl, or morpholinyl; and ring A is 2-hydroxyphenyl, 2-methoxyphenyl, or 1-pyrrolyl.
6. 12. The compound according to claim 11, wherein: X', X2 , and X 4 are CH 2 , and X3 is N-benzyl, N-(3-methoxybenzyl), N-(4 carboxymethylbenzyl), or CH-Me; pis 1; R' is methyl or benzyl and R 2 is methyl or dimethylaminoethyl; or R' and R 2 taken together form a 4-C14 alkylsulfonyl piperazinyl, 4-methylpiperidinyl, or 3-diethylaminocarbonylpiperidinyl; and ring A is 2-hydroxyphenyl or 2-methoxyphenyl.
7. 13. The compound according to claim 12, wherein: XI, X2 , and X4 are CH 2 , and X 3 is N-(3-methoxybenzyl) or CH-Me; p is 1; R' and R 2 are both methyl; or 122 R' and R 2 taken together form a 4-methylsulfonylpiperazinyl or 4 ethylsulfonylpiperazinyl; and ring A is 2-hydroxyphenyl or 2-methoxyphenyl.
8. 14. The compound according to claim 9, wherein: X 1 , X 2 , and X 4 are CH 2 , and X 3 is CH 2 or CH-Me, p is 1, R' and R 2 each are methyl or R' and R 2 taken together form I -piperazinyl, and ring A is 2-hydroxyphenyl or 1 pyrrolyl.
9. 15. A compound of formula I': R N'R2 QN" I' or a pharmaceutically acceptable salt thereof, wherein: R' and R 2 are each independently hydrogen, or an optionally substituted group selected from Ci- 6 aliphatic, a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; or R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, wherein R1, R 2 , or any ring formed by R' and R 2 taken together, are each independently optionally substituted at one or more carbon atoms with 0-4 occurrences of -R 5 , and at one or more substitutable nitrogen atoms with -R 6 ; Ring A is a 5-6 membered monocyclic or 8-10 membered bicyclic aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with 8 -R; x is 0-6; 123 p is 0, 1, or 2; and each occurrence of R 4 , R 5 , and R 7 is independently Q-Rx; wherein Q is a bond or is a Ci-C 6 alkylidene chain wherein up to two non-adjacent methylene units of Q are optionally and independently replaced by CO, CO 2 , COCO, CONR, OCONR, NRNR, NRNRCO, NRCO, NRCO 2 , NRCONR, SO, S02, NRSO 2 , SO 2 NR, NRSO 2 NR, 0, S, or NR; each occurrence of R is independently selected from hydrogen or an optionally substituted C 1 . 6 aliphatic group; each occurrence of R' is independently selected from hydrogen or an optionally substituted group selected from CI. 8 aliphatic, C 6 - 10 aryl, a heteroaryl ring having 5-10 ring atoms, or a heterocyclyl ring having 3-10 ring atoms, or wherein R and R' taken together with the atom(s) to which they are bound, or two occurrences of R' taken together with the atom(s) to which they are bound, form a 5-8 membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; and each occurrence of R 6 or R 8 is independently R', -COR', -C0 2 (CI- 6 aliphatic), -CON(R') 2 , or -SO 2 R'; provided that: : a) when p is 0 or 1, then at least one R 4 is other than hydrogen; b) when Ring A is a substituted or unsubstituted piperizinyl group, then at least one R4 is other than hydrogen; c) when R' is hydrogen and R 2 is 1H-indazol-3-yl, 7-fluoro-IH-indazol-3-yl, 5-fluoro IH-indazol-3-yl, 5,7-difluoro-1H-indazol-3-yl or 5-methyl-I H-pyrazolyl, and Ring A is an unsubstituted phenyl group or is a phenyl group substituted in the ortho position with Cl or CF 3 , then at least one R 4 is other than hydrogen; and d) 5(6H)-quinazolinone, 4-anilino-7,8-dihydro-2,7-diphenyl- and 5(6H)-quinazolinone, 4-anilino-7,8-dihydro-7,7-dimethyl-2-phenyl- are excluded. 124
10. 16. The compound according to claim 15, wherein said compound has formula I-A, I-B, or I-C: R N'R 2 R"N'R 2 R1N'R2 (R4)N (R4N (R4 N N Q N (9N A I-A I-B I-C
11. 17. The compound according to claim 16, having formula I-B
12. 18. The compound according to claim 17, wherein: (i) ring A is pyrrolyl, pyridyl, fluorophenyl, hydroxyphenyl, acyloxyphenyl, hydroxy fluorophenyl, methoxyphenyl, phenyl-phosphate disodium salt, methylpiperidyl, ethyl carbamic acid phenyl ester; (ii) x is 0-2, and R 4 is C 14 alkyl optionally substituted with hydroxy,C 14 alkoxy, or halo, hydroxy, C 1 4 alkylcarbonyloxy or carbo(C 1 . 4 alkoxy); (iii) R' is hydrogen, C 1 . 4 alkyl, or benzyl, and R 2 is C 1 4 alkyl, di(C 1 . 4 alkyl)amino-C. 4 alkyl, 2-(2'-tetrahydrofuranyl)methyl, 2-hydroxy- I-methyl-ethyl, or imidazol-5-yl-ethyl; or (iv) R1 and R2 taken together form a ring selected from N-pyrrolidinyl, N-piperidinyl, N-piperazinyl, morpholinyl, thiomorpholinyl, (CI4 alkyl)sulfonylpiperazinyl, wherein said ring is optionally substituted with up to 3 substituents selected from halo, oxo, hydroxy, trifluoromethyl, -0- C 14 alkyl, C 1 4 alkyl optionally substituted with hydroxy, amino, aminocarbonyl, di(C 14 alkyl)aminocarbonyl, or carboxy.
13. 19. The compound according to claim 17, wherein: (i) ring A is 1-pyrrolyl, 2-pyridyl, 2-fluorophenyl, 2-hydroxyphenyl, 2-acyloxyphenyl, 2-hydroxy-6-fluorophenyl, 2-methoxyphenyl, phenyl-2-phosphate disodium salt, or 4 methylpiperidyl, 2- ethyl-carbamic acid phenyl ester (ii) x is 0, or x is 1 and R4 is 6-methyl, 7-methyl, 8-hydroxy, or 2-t-butylcarbonyloxy, or x is 2, and R 4 is 6-carboxymethyl and 7-carboxymethyl; (iii) R1 is hydrogen, methyl, ethyl, or benzyl, and R2 is methyl, ethyl, dimethylaminoethyl, 2-(2'-tetrahydrofuranyl)methyl, 2-hydroxy- 1-methyl-ethyl, methylaminoethyl, imidazol-5-yl-ethyl, or 125 (vii) R' and R 2 taken together form 4-methoxypiperidinyl, N-pyrrolidinyl, 3 trifluoromethyl- 1 -pyrrolidinyl, 4-butylsulfonyl-piperazinyl, 1 -piperidinyl, 1 -piperazinyl, 4-methylpiperidinyl, 4-hydroxypiperidinyl, 4-morpholinyl, 4-methylsulfonylpiperazinyl, 4-ethylsulfonylpiperazinyl, 4-isopropylsulfonylpiperazinyl, N-piperidinyl, 3 diethylaminocarbonyl- 1 -piperidinyl, 4-oxo-piperidinyl, 3-aminocarbonyl-piperidinyl, 4 methylpiperazinyl, or 4-carboxyethyl-piperazinyl.
14. 20. The compound according to claim 17, wherein: (i) ring A is 2-pyridyl, 2-fluorophenyl, 2-hydroxyphenyl, 2-acyloxyphenyl, 2-hydroxy 6-fluorophenyl, 2-methoxyphenyl, or 4-methylpiperidyl, (ii) x is 0, or x is I and R 4 is 6-methyl, 7-methyl, or 8-hydroxy, (iii) R' is methyl, ethyl, or benzyl, and R 2 is methyl, ethyl, dimethylaminoethyl, or 2-(2' tetrahydrofuranyl)methyl, or R' and R 2 taken together form 4-methoxypiperidinyl, N pyrrolidinyl, 4-butylsulfonyl-piperazinyl, piperidinyl, 4-methylpiperidinyl, 4 hydroxypiperidinyl, 4-morpholinyl, 4-methylsulfonylpiperazinyl, 4 ethylsulfonylpiperazinyl, N-piperidinyl, 3-diethylaminocarbonyl- 1 -piperidinyl, or 4 carboxyethyl-piperazinyl.
15. 21. The compound according to claim 17, wherein: (i) ring A is 2-pyridyl, 2-hydroxyphenyl, 2-acyloxyphenyl, 2-hydroxy-6-fluorophenyl, or 4-methylpiperidyl; (ii) x is 0, or x is l and R 4 is 7-methyl; (iii) R' is methyl and R 2 is methyl or 2-(2'-tetrahydrofuranyl)methyl, or R' and R 2 taken together form 4-butylsulfonyl-piperazinyl, piperidinyl, 4-methylpiperidinyl, 4 morpholinyl, 4-methylsulfonylpiperazinyl, 4-ethylsulfonylpiperazinyl, 4-piperidinyl, or 4-carboxyethyl-piperazinyl.
16. 22. The compound according to claim 17, wherein: ring A is 2-hydroxyphenyl, R' and R 2 , taken together, form a 1 -piperidinyl ring, x is 1, and R 4 is 7-methyl.
17. 23. The compound according to claim 15 or 16, wherein neither R' nor R 2 is hydrogen, and R' and R2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, a 3-7-membered saturated or partially 126 unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted Ci4 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 .
18. 24. The compound according to claim 23, wherein R' and R 2 are each independently an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 .
19. 25. The compound according to claim 24, wherein when R' and R 2 are each independently an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 .
20. 26. The compound according to claim 25, R' and R 2 groups are each independently optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2 CH 3 , (CH 2 ) 2 0CH 3 , CH 2 (CO)OCH 2 CH 3 , CH 2 (CO)OCH 3 , CH(CH 3 )CH 2 CH 3 , or t-butyl, or n-butyl.
21. 27. The compound according to claim 15 or 16, wherein: (i) one of R' or R 2 is hydrogen and the other of R' or R 2 is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3 7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; or (ii) one of R' or R 2 is hydrogen, and the other of R' or R 2 is an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic-group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 . 127
22. 28. The compound according to claim 23 or 27, wherein R1 or R 2 is selected from: (R5 N6 (5 N N (R N N a b c d R5)z R 5 )z N- (R 5 )z N' N N f g h R 6 R5 N N (R5)z j k I R5 R5 R 5 ) N N N S O NN m n p 5 R 5 5 S N N O N S -4 K=R5)z q r S t R 6 N N N (R U V W x R6 ( 5)z ( -(R5)z R U (R(R5) y z aa bb. 128
23. 29. The compound according to claim 15 or 16, wherein R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl ring having 1-3 heteroatoms independently selected from nitrogen or oxygen.
24. 30. The compound according to claim 29, R1 and R 2 are taken together with the nitrogen atom to which they are bound and form a ring selected from: / (R) (R 5 )z (R5)z N NCN N' cc dd ee N Nz(R 5 )z (R)z ff gg hh.
25. 31. The compound according to claim 30, wherein R1 and R 2 taken together are optionally substituted pyrrolidin-1-yl (ff), piperidinl-yl (dd), piperazin-1-yl (cc), or morpholin-4-yl (ee).
26. 32. The compound according to claim 31, wherein z is 0-2.
27. 33. The compound according to claim 31, wherein z is 0.
28. 34. The compound according to claim 30, wherein R 5 is independently selected from halogen, CN, NO 2 , or an optionally substituted group selected from C 1 . 6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(O) 2 N(R') 2 .
29. 35. The compound according to claim 34, wherein R 5 is independently selected from Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C.4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy. 129
30. 36. The compound according to claim 28, wherein R 6 is independently selected from hydrogen, or an optionally substituted group selected from Ci- 6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , -CH 2 OR', -CH 2 SR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(0) 2 N(R') 2 .
31. 37. The compound according to claim 36, wherein R 6 is independently selected from H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(CI-C 4 alkyl), -CH 2 OH, -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , or optionally substituted phenyl.
32. 38. The compound according to claim 15 or 16, wherein: x is 0, 1, or 2; and each R 4 independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1 6 alkyl, aryl, aryl(CI. 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(O) 2 N(R') 2 .
33. 39. The compound according to claim 38, wherein each R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
34. 40. The compound according to claim 15 or 16, wherein two occurrences of R 4 , taken together form an optionally substituted 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur.
35. 41. The compound according to claim 15 or 16, two occurrences of R 4 , taken together form a cycloalkyl group and compounds have the structure as shown in formula I-B-i: Rl N' R 2 (R4N N® I-B-i. 130
36. 42. The compound according to claim 15, 16, 41, wherein Ring A is a phenyl, pyridinyl, pyrimidinyl, pyridazinyl, pyrazinyl, pyrrolyl, piperidinyl, indolyl, indazolyl, benzotriazolyl, pyrazolyl, benzopyrazolyl, imidazolyl, benzimidazolyl, thiazolyl, benzthizolyl, oxazolyl, benzoxazolyl, isoxazolyl, benzisoxazolyl, isothiazolyl, benzisothiazolyl, triazolyl, benzotriazolyl, thiadiazolyl, thienyl, benzothienyl, furanoyl, benzofuranoyl, or triazinyl ring, each optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R 8 .
37. 43. The compound according to claim 15 or 16, wherein Ring A is optionally substituted phenyl, 2-pyridyl, 3-pyridyl, or 4-pyridyl: (R7)y 7)'N (R)y a b c d wherein each y is independently 0-5.
38. 44. The compound according to claim 43, wherein y is 0-2.
39. 45. The compound according to claim 44, wherein y is 0 and Ring A is unsubstituted.
40. 46. The compound according to claim 15 or 16, wherein R 7 groups are independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from CI- 6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(0) 2 N(R') 2 .
41. 47. The compound according to claim 47, wherein R 7 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C.4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
42. 48. The compound according to claim 15 or 16, R 8 is independently hydrogen, or an optionally substituted group selected from CI- 6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , 131 -CH 2 OR', -CH 2 SR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(0) 2 N(R') 2 .
43. 49. The compound according to claim 48, R 8 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(CI-C 4 alkyl), -CONH 2 , -COO(Ci-C 4 alkyl), -CH 2 OH, -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , or optionally substituted phenyl.
44. 50. A compound according to claim 15, having formula II: R"N'R2 (R 4) - N N II.
45. 51. The compound according to claim 50, having formula II-A, formula II-B, or formula II-C: RZ ,R 2 R NR2R 2 (R 4 N (R4 - (R 4 ) (RNy __ (R ) N" _(R7 II-A II-B II-C
46. 52. The compound according to claim 51, wherein neither R' nor R 2 is hydrogen, and R' and R2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S; a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S02.
47. 53. The compound according to claim 51, wherein both R' and R 2 are an optionally substituted C 14 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group 132 are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 .
48. 54. The compound according to claim 53, wherein R' and R 2 are an optionally substituted Ci. 4 aliphatic group, wherein one or more methylene units in the Cia aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S02.
49. 55. The compound according to claim 54, wherein R1 and R 2 are optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2 CH 3 , (CH 2 ) 2 0CH 3 , CH 2 (CO)OCH 2 CH 3 , CH 2 (CO)OCH 3 , CH(CH 3 )CH 2 CH 3 , or t-butyl, or n-butyl.
50. 56. The compound according to claim 51, wherein one of R' or R 2 is hydrogen and the other of R1 or R2 is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0 3 heteroatoms independently selected from nitrogen, oxygen, or sulfur.
51. 57. The compound according to claim 51, wherein one of R1 or R 2 is hydrogen, and the other of R' or R 2 is an optionally substituted Cia aliphatic group, wherein one or more methylene units in the Cia aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 .
52. 58. The compound according to claim 51, wherein R' or R 2 is selected from: (R 5 )N i'N 5 (Rr NN (R5)z -(R )zNN (R) NN N a b c d (R5)R 5 ))z N (R5) (R 5 )z 7'N-R5 N N Y-!N N N N e f g h 133 R 6 R 5 N -N, N5l -- R I N [ N N(R5)z(R)z \~R 5 %60 0 j k R5 R 5 R5 -R)z N N N N O N S O/ /s' N m n o p R5 R 5 R 5 S N N O1 N W s N N --~N(RS)z q r s t R 6 K-'N 5)_ N N U V w x R6 (N ()z (5)z R5z-R) y z aa bb wherein each z is independently 0-4.
53. 59. The compound according to claim 51, wherein R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl ring having 1-3 heteroatoms independently selected from nitrogen or oxygen. 134
54. 60. The compound according to claim 59, wherein R' and R 2 are taken together form a ring selected from: / (R5) / (R5)z (R5)z N z,/ NJN N' R6O cc dd ee NN R5)zR5) (R5)z ff gg hh wherein each z is independently 0-4.
55. 61. The compound according to claim 60, wherein R' and R 2 taken together are optionally substituted pyrrolidin-1-yl (ff), piperidinl -y] (dd), piperazin-1-yl (cc), or morpholin-4-yl (ee).
56. 62. The compound according to claim 61, wherein z is 0-2.
57. 63. The compound according to claim 62, wherein z is 0 and the ring is unsubstituted.
58. 64. The compound according to claim 61, wherein R 5 is independently halogen, CN, NO 2 , or an optionally substituted group selected from CI. 6 alkyl, aryl, aryl(Ci. 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(0) 2 N(R') 2 .
59. 65. The compound according to claim 64, wherein R 5 is independently Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C1A alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
60. 66. The compound according to claim 51, wherein R 6 is independently hydrogen, or an optionally substituted group selected from CI- 6 alkyl, aryl, aryl(Ci- 6 ) alkyl, -N(R') 2 , -CH 2 N(R') 2 , -CH 2 OR', -CH 2 SR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(O) 2 N(R') 2 . 135
61. 67. The compound according to claim 66, wherein R 6 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(Ci-C 4 alkyl), -CH 2 OH, -SO 2 NH 2 , SO 2 N(CH 3 )2, or optionally substituted phenyl.
62. 68. The compound according to claim 51, wherein x is 0, 1, or 2 and each R 4 is independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1 - 6 alkyl, aryl, aryl(C 1 . 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(0) 2 N(R') 2 .
63. 69. The compound according to claim 51, wherein each R 3 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
64. 70. The compound according to claim 51, wherein two occurrences of R 4 , taken together form an optionally substituted 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur.
65. 71. The compound according to claim 70, wherein two occurrences of R 4 , taken together form a cycloalkyl group to form compound of formula II-B-i: R 1N'R 2 (R4)- N II-B-i
66. 72. The compound according to claim 51, wherein y is 0-2.
67. 73. The compound according to claim 72, wherein y is 0 and Ring A is unsubstituted.
68. 74. The compound according to claim 51, wherein R 7 is independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from CI. 6 alkyl, aryl, aryl(CI. 6 )alkyl, 136 -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(0) 2 N(R') 2 .
69. 75. The compound according to claim 74, wherein R 7 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
70. 76. The compound according to any one of claims 51 to 75, having formula III-A, formula III-B, or formula III-C: Rl NRN'R2 Rl N' R2 ()Nx (R4N (R N III-A III-B III-C wherein each R 7 is independently halogen, CN, NO 2 , or an optionally substituted group selected from C.4 alkyl, aryl, aralkyl, -N(R') 2 , -CH 2 N(R') 2 , -OR', -CH 2 OR', -SR', -CH 2 SR', -COOR', -NRCOR', -CON(R')2, or -S(O) 2 N(R') 2 .
71. 77. The compound according to claim 76, having formula III-B.
72. 78. The compound according to claim 77, having formula III-A.
73. 79. The compound according to claim 78, wherein: x is 0, R 7 is hydroxy, R' and R 2 are both C 14 alkyl, or R' and R 2 , taken together, form a pyrrolidyl, piperidinyl, or morpholinyl ring.
74. 80. The compound according to claim 79, wherein x is 0, R 7 is hydroxy, R' and R 2 are both methyl, or R' and R 2 , taken together, form a pyrrolidyl or piperidinyl ring.
75. 81. The compound according to claim 80, wherein x is 0, R 7 is hydroxy, R1 and R 2 are both methyl, or R' and R 2 , taken together, form a pyrrolidyl ring. 137
76. 82. The compound according to claim 76, wherein: a) R' and R 2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 ; and b) x is 0, 1, or 2, and R 4 is hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1 - 6 alkyl, aryl, aryl(Ci- 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , or -S(O) 2 N(R') 2 .
77. 83. The compound according to claim 76, wherein: a) R' and R 2 are each independently optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2 CH 3 , (CH 2 ) 2 0CH 3 , CH 2 (CO)OCH 2 CH 3 , CH 2 (CO)OCH 3 , CH(CH 3 )CH 2 CH 3 , or t-butyl, or n-butyl; and b) x is 0, 1, or 2, and each R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 1 4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
78. 84. The compound according to claim 76, wherein: a) R1 and R2 are each independently optionally substituted methyl, ethyl, cyclopropyl, n propyl, propenyl, cyclobutyl, (CO)OCH 2 CH 3 , (CH 2 ) 2 0CH 3 , CH 2 (CO)OCH 2 CH 3 , CH 2 (CO)OCH 3 , CH(CH 3 )CH 2 CH 3 , or t-butyl, or n-butyl; b) x is 0, 1, or 2, and each R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 1 4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy; and c) R 7 is Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -SO 2 NH 2 , 138 SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from CI.4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
79. 85. The compound according to claim 76 having formula III-C: (i) R 7 is hydroxy; (ii) R ' and R 2 are both CI.4 alkyl, preferably, methyl, or R' and R 2 , taken together, form a pyrrolinyl ring or morpholinyl ring; and (iii) x is 0.
80. 86. The compound according to claim 1, having formula IV: R"I N 'R 2 X2N X1 N A IV or a pharmaceutically acceptable salt thereof, wherein: p is 0, 1 or 2; X 1 , X 2 , X 3 and X 4 are each independently selected from NR 3 , C=0, CHR 4 , S, 0, S=0, or SO 2 , as valency and stability permit, provided that that X', X 2 , X 3 and X 4 are not each simultaneously CHR 4 ; R' and R 2 are each independently hydrogen, or an optionally substituted group selected from C 1 - 6 aliphatic, a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; or R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, wherein R', R 2 , or any ring formed by R' and R 2 taken together, are each independently optionally substituted at one or more carbon atoms with 0-4 occurrences of -R 5 , and at one or more substitutable nitrogen atoms with -R 6 ; Ring A is a 5-6 membered monocyclic or 8-10 membered bicyclic aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently 139 selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R8; each occurrence of R 4 , R 5 , and R 7 is independently Q-Rx; wherein Q is a bond or is a CI- 6 alkylidene chain wherein up to two non-adjacent methylene units of Q are optionally and independently replaced by CO, CO 2 , COCO, CONR, OCONR, NRNR, NRNRCO, NRCO, NRCO 2 , NRCONR, SO, SO 2 , NRSO 2 , SO 2 NR, NRSO 2 NR, 0, S, or NR; each occurrence of Rx is independently selected from R', halogen, NO 2 , or CN; each occurrence of R is independently selected from hydrogen or an optionally substituted CI- 6 aliphatic group; each occurrence of R' is independently selected from hydrogen or an optionally substituted group selected from CIg aliphatic, C 6 -1 0 aryl, a heteroaryl ring having 5-10 ring atoms, or a heterocyclyl ring having 3-10 ring atoms, or wherein R and R' taken together with the atom(s) to which they are bound, or two occurrences of R' taken together with the atom(s) to which they are bound, form a 5-8 membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; and each occurrence of R 3 , R 6 or R 8 is independently R', -COR', -C0 2 (C 1 - 6 aliphatic), -CON(R') 2 , or -SO 2 R'; provided that: a) R' is not hydrogen when R 2 is optionally substituted indazol-3-yl; b) R' is not hydrogen when R 2 is optionally substituted pyrazol-3-yl; c) R' is not hydrogen when R 2 is 1,2,4-triazol-3-yl; d) when p is 1, then: i) when R' and R 2, taken together with the nitrogen atom, is N-morpholino, and Ring A is unsubstituted phenyl, then X1, X 2 , X 3 and X 4 are not, respectively: 1) CH 2 , CH(CH 2 )Ph, NR 3 , and CHCH 3 ; 2) CH 2 , CH 2 , CH 2 , and S; 3) CH 2 , S, CH 2 , and S; 4) CH 2 , CH 2 , S, and CH 2 ; 5) CH 2 , CHMe, S, and CH 2 ; or 6) CHMe, CH 2 , N(CH 2 )Ph, and CH 2 ; ii) R' is not hydrogen, and R2 is not CH 2 Ph, (CH 2 ) 2 0(CH 2 ) 2 0H, or -CH 2 (1,3 140 benzodioxol-5-yl) when Ring A is imidazol-1-yl; iii) when R' and R 2 , taken together with the nitrogen atom, is N-piperidinyl then: 1) when X1, X 2 and X 3 are CH 2 , and X 4 is S, then Ring A is not unsubstituted phenyl;and 2) when X1, X 2 and X 4 are CH 2 ; and X 3 is S, then Ring A is not unsubstituted phenyl; iv) when R' and R 2 , taken together with the nitrogen atom, is N-piperizinyl, X', X2 and X3 are CH 2 ; and X4 is S, then Ring A is not 3-NO 2 Ph, 4-pyridinyl, or unsubstituted phenyl; v) when one of X', X 2 , X 3 or X 4 is NR 3 and the others of X 1 , X 2 , X 3 or X4 are each CH 2 , and R' and R 2 are each Me, H, CH 2 Ph, or (CH 2 ) 2 NMe 2 , then Ring A is not pyrid-2-yl substituted at the 6-position; vi) when X1, X 2 , and X 3 are each CH 2 , X 4 is S, R' is H, and R 2 is -CH 2 -C=CH, then Ring A is not unsubstituted phenyl; vii) when X1 is NMe; X 2 , X 3 and X 4 are each CH 2 , R' is H, and R 2 is unsubstituted phenyl, then Ring A is not unsubstituted phenyl; and viii) when X', X2 and X 4 are each CH 2 ; X 3 is S, R' and R 2 are each Me, then Ring A is not unsubstituted phenyl; and e) when p is 0, then: i) when X1 is CH 2 , X 2 is NR 3 , X 3 is C=O; or X1 is C=O, X 2 is CHR 4 , and X 3 is NR 3 ; or X 2 is NR 3 , X 2 is C=O, and X 3 is CHR 4 ; or X 1 is CH 2 , X 2 is 0, and X 3 is C=0, then when R' is hydrogen and R 2 is unsubstituted phenyl or -CH 2 CH 2 Cl, or when R 1 and R 2 , taken together form optionally substituted piperazinyl, morpholino, piperidinyl, or pyrrolidinyl, then Ring A is not optionally substituted piperidinyl, piperazinyl, morpholino, or pyrrolidinyl; ii) when X1 is CHR 4 , X 2 is SO 2 , and X 3 is CHR 4 , and R' and R2, taken together are piperazinyl, then Ring A is not unsubstituted phenyl; iii) when X1 and X 2 are CHR 4 , X 3 is 0, R' is hydrogen, and R 2 is -C(=0)CH 3 , then Ring A is not substituted furyl; iv) when X 1 is S, X 2 is CHR 4 , X 3 is CHR 4 ; or X' is CHR 4 , X 2 is S, and X 3 is CHR 4 ; or X' and X 2 are CHR 4 and X 3 is S, then Ring A is not optionally substituted N-linked morpholino, pyrrolidinyl, piperazinyl, piperidinyl, or is not unsubstituted phenyl or cyclopropyl; 141 v) when X' is CHR , X2 is NR', X' is CHR 4 , and R1 and R 2 are both methyl, then Ring A is not 6-methyl-2-pyridyl; vi) when X1 is NR 3 , X 2 is C=O, X 2 is NR 3 , and R' and R 2 are both methyl, then Ring A is not unsubstituted phenyl; and vii) when X' and X 2 are CHR 4 , X 3 is NR 3 , R' is hydrogen, and R2 is unsubstituted phenyl, then Ring A is not unsubstituted phenyl; and further provided that: when p is 1, X1, X 2 , X 3 and X 4 are not each simultaneously CHR 4 , or when p is 0, X1, X 2 , and X 3 are not each simultaneously CHR 4 .
81. 87. The compound according to claim 86, wherein p is 0 or 1.
82. 88. The compound according to claim 86, wherein one or two of X , X2, X3, or X4 is NR 3 , S, 0, S=0, or SO 2 , and the remainder each is CHR 4 .
83. 89. The compound according to claim 86, selected from: R N'R 2 R 1NR 2 N N X2 N x4 N R 3 ' X 4 N IV-A IV-B R 3 RINR 2 R"NR 2 X2 N32 X 4 N N AI IV-C IV-D RlN'R 2 RIN'R 2 X2 O N O'X N X 4 N X 4 N IV-E IV-F 142 Rl NR 2 R N'R2 x2l N X N X 4 N O N IV-G IV-H RN 'R 2 R NR2 X2 S N S'X N X N X 4 N IV-I IV-J R N'R 2 R NR2 x2 X1 N x2 X1 N xli x4 N- S N IV-K IV-L R N'R 2 RN .R 2 X1 N X1 N S3 N O N IV-M IV-N.
84. 90. The compound according to claim 89, having formula IV-I, formula IV-J, formula IV K, formula IV-L, or formula IV-M, wherein the sulfur ring atom is replaced with sulfoxy or sulfonyl.
85. 91. The compound according to claim 86, wherein neither R' nor R 2 is hydrogen, and R1 and R 2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S, a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S, or an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the C.4 143 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S02.
86. 92. The compound according to claim 86, wherein both R' and R 2 are an optionally substituted CI4 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 .
87. 93. The compound according to claim 92, wherein R' and R2 are an optionally substituted CI.4 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 , preferred R 1 and R2 groups are optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2 CH 3 , (CH 2 ) 2 0CH 3 , CH 2 (CO)OCH 2 CH 3 , CH 2 (CO)OCH 3 , CH(CH 3 )CH 2 CH 3 , or t-butyl, or n-butyl.
88. 94. The compound according to claim 86, wherein one of R' or R 2 is hydrogen and the other of R1 or R2 is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0 3 heteroatoms independently selected from nitrogen, oxygen, or sulfur.
89. 95. The compound according to claim 94, wherein one of R' or R 2 is hydrogen, and the other of R' or R 2 is an optionally substituted C 1 . 4 aliphatic group, wherein one or more methylene units in the C 14 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 .
90. 96. The compound according to claim 86 or 94, wherein RI or R 2 is selected from: ( Nh (R5 N { (5)z -(N~ N N (5)z N N a b c d (R)z (R5)z N=/=(R) (R) - N-R6 N' N LN- NN N N e f g h 144 R6 R5 N I- -\ N -I' (R5)z (-., R5)z I /k- /N'N5W \LL R 5 60 0 j k 1 R5 R5 R 5 N N N S 0 / A ,N N m n o p R5 R5 R5 S N N )O N S N N N(R5)z -NR q r s t R6 N N N (R5 ' - 0 (R 5 )z N ) N (R5)z uV w x R 6 (R)z (R5)z RzR)z y z aa bb wherein each z is independently 0-4.
91. 97. The compound according to claim 86, wherein R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl ring having 1-3 heteroatoms independently selected from nitrogen or oxygen.
92. 98. The compound according to claim 97, wherein R' and R2 are taken together with the nitrogen atom to which they are bound and form a 3-8 membered heterocyclyl group selected from: 145 (R5)/ (R 5 )z (R5)z N z N N N'R cc dd ee IA NN NR5) (R)z (R5)z ff gg hh wherein each z is independently 0-4.
93. 99. The compound according to claim 98, wherein R' and R 2 taken together are optionally substituted pyrrolidin-I-yl (ff), piperidinl-yl (dd), piperazin-1-yl (cc), or morpholin-4-yl (ce).
94. 100. The compound according to claim 99, wherein z is 0-2.
95. 101. The compound according to claim 100, wherein z is 0 and the ring is unsubstituted.
96. 102. The compound according to claim 86, wherein R 5 is independently halogen, CN, NO 2 , or an optionally substituted group selected from CI- 6 alkyl, aryl, aryl(CI- 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , SO 2 R', or -SO 2 N(R') 2 .
97. 103. The compound according to claim 102, wherein R 5 is independently Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CO(CI-C 4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2 (CI-C 4 alkyl), -SO 2 NH 2 , -SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from CI. 4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
98. 104. The compound according to claim 86, wherein R 6 is independently hydrogen, or an optionally substituted group selected from CI- 6 alkyl, aryl, aryl(CI. 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , -CH 2 OR', -CH 2 SR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , SO 2 R', or -S(O) 2 N(R') 2 . 146
99. 105. The compound according to claim 104, wherein R 6 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(Ci-C 4 alkyl), -CH 2 OH, -S0 2 (CI C 4 alkyl), -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , or optionally substituted phenyl or benzyl.
100. 106. The compound according to claim 86, wherein R 4 is independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from Ci- 6 alkyl, aryl, aryl(CI. 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , SO 2 R', or -SO 2 N(R') 2 .
101. 107. The compound according to claim 86, wherein R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CO(CI C 4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2 (CI-C 4 alkyl), -SO 2 NH 2 , -SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from CI4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
102. 108. The compound according to claim 86, wherein R 3 is independently hydrogen, or an optionally substituted group selected from C 1 . 6 alkyl, aryl, aryl(Ci. 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , -CH 2 OR', -CH 2 SR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , SO 2 R', or -S(O) 2 N(R') 2 .
103. 109. The compound according to claim 108, wherein R 3 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(CI-C 4 alkyl), -CONH 2 , -COO(Ci-C 4 alkyl), -CH 2 OH, -S0 2 (CI C 4 alkyl), -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , or optionally substituted phenyl or benzyl.
104. 110. The compound according to claim 86, wherein Ring A is a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R .
105. 111. The compound according to claim 110, wherein Ring A is a phenyl, pyridinyl, pyrimidinyl, pyridazinyl, pyrazinyl, pyrrolyl, piperidinyl, indolyl, indazolyl, benzotriazolyl, pyrazolyl, benzopyrazolyl, imidazolyl, benzimidazolyl, thiazolyl, benzthizolyl, oxazolyl, benzoxazolyl, isoxazolyl, benzisoxazolyl, isothiazolyl, benzisothiazolyl, triazolyl, 147 benzotriazolyl, thiadiazolyl, thienyl, benzothienyl, furanoyl, benzofuranoyl, or triazinyl ring, each optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R.
106. 112. The compound according to claim 111, wherein Ring A is optionally substituted phenyl, 2-pyridyl, 3-pyridyl, or 4-pyridyl: -( R )y- ) ((R 7 ) a b c d wherein each y is independently 0-5.
107. 113. The compound according to claim 86, wherein R 7 is independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from C 1 . 6 alkyl, aryl, aryl(C 1 . 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 OR', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , SO 2 R', or -SO 2 N(R') 2 .
108. 114. The compound according to claim 113, wherein R 7 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CO(CI C 4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2 (CI-C 4 alkyl), -SO 2 NH 2 , -SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 1 .4 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
109. 115. The compound according to claim 86, wherein R 8 is independently hydrogen, or an optionally substituted group selected from C 1 . 6 alkyl, aryl, aryl(CI. 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , -CH 2 OR', -CH 2 SR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , SO 2 R', or -S(0) 2 N(R') 2 .
110. 116. The compound according to claim 115, wherein R 8 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(CI-C 4 alkyl), -CONH 2 , -COO(CI-C 4 alkyl), -CH 2 OH, -S0 2 (CI C 4 alkyl), -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , or optionally substituted phenyl or benzyl.
111. 117. The compound of formula IV-A according to claim 89, wherein: 148 R1 hydrogen or methyl, and R 2 is methyl, 5-methyl-pyrazol-3-yl, 5-fluoro-benzopyrazol 3-yl, or benzopyrazol-3-yl, X 1 , X 3 , and X 4 each is CH 2 , R 3 is hydrogen, acyl, I-oxo-2 methoxy-ethyl, 1-oxo-propyl, methylsulfonyl, ethylsulfonyl, benzyl, and ring A is phenyl optionally substituted with halo, trifluoromethyl, hydroxy, C 14 alkyl, or C 14 alkoxy, preferably, methoxy, or ring A is 2,3-Dihydro-benzo[1,4]dioxin-3-yl.
112. 118. The compound of formula IV-A according to claim 89, wherein: R' hydrogen or methyl, and R 2 is methyl, 5-methyl-pyrazol-3-yl, 5-fluoro benzopyrazol-3-yl, or benzopyrazol-3-yl, X', X 3 , and X 4 each is CH 2 , R 3 is hydrogen or benzyl, and ring A is phenyl optionally substituted with halo, trifluoromethyl, hydroxy, C 14 alkyl, or C 1 . 4 alkoxy, preferably, methoxy, or ring A is 2,3-Dihydro benzo[1,4]dioxin-3-yl.
113. 119. The compound of formula IV-A according to claim 89, wherein: R' hydrogen or methyl, and R 2 is methyl, 5-methyl-pyrazol-3-yl, 5-fluoro-benzopyrazol 3-yl, or benzopyrazol-3-yl, X', X 3 , and X 4 each is CH 2 , R 3 is hydrogen or benzyl, and ring A is phenyl optionally substituted with halo, hydroxy or C 14 alkoxy, preferably, methoxy.
114. 120. The compound of formula IV-B according to claim 89, wherein: R' is hydrogen or methyl, R 2 is methyl or 5-fluorobenzimidazol-3-yl, 5-methylimidazol 3-yl, X', X 3 , and X 4 each is CH 2 , R 3 is hydrogen, C 14 alkyl, benzyl optionally substituted with carboxy-C 14 alkyl, C 14 alkylsulfonyl, acyl, methylcarboxyethyl, C 14 alkylcarbonyl, methoxymethylcarbonyl, or benzoyl, and ring A is phenyl substituted with 2-hydroxy, 2-trifluoromethyl, 4-methyl, 4-carboxylic acid, 4-trifluoromethyloxy, or 2-CI 4 alkoxy, preferably, methoxy.
115. 121. The compound of formula IV-A according to claim 89, wherein: R' is hydrogen or methyl, R 2 is methyl or 5-fluorobenzimidazol-3-yl, X', X 3 , and X 4 each is CH 2 , R 3 is C 14 alkyl, benzyl optionally substituted with carboxy-C 14 alkyl, C 1 4 alkylsulfonyl, acyl, methylcarboxyethyl, C 1 4 alkylcarbonyl, or benzoyl, and ring A is phenyl substituted with 2-hydroxy, 2-trifluoromethyl, or 2-C 14 alkoxy, preferably, methoxy. 149
116. 122. The compound of formula IV-B according to claim 89, wherein: R' and R 2 , each is methyl, X 1 , X 3 , and X 4 each is CH 2 , R 3 is CI4 alkyl, benzyl optionally substituted with carboxy-Ci4 alkyl, Ci4 alkylsulfonyl, or benzoyl, and ring A is phenyl substituted with 2-hydroxy or 2-C 1 . 4 alkoxy, preferably, methoxy.
117. 123. The compound of formula IV-B according to claim 89, wherein: R' and R 2 , each is methyl, X 1 , X 3 , and X 4 each is CH 2 , R 3 is C14 alkyl, or benzyl optionally substituted with carboxy-CI. 4 alkyl, and ring A is phenyl substituted with 2 hydroxy or 2 -CI4 alkoxy, preferably, methoxy.
118. 124. The compound of formula IV-B according to claim 89, wherein: R' and R 2 , each is methyl, X1, X 3 , and X 4 each is CH 2 , R 3 is C14 alkyl, benzyl optionally substituted with carboxy-CI4 alkyl, C14 alkoxy, and ring A is 2-hydroxy phenyl or 2-Ci. 4 alkoxyphenyl.
119. 125. The compound of formula IV-B according to claim 89, wherein: R' and R 2 , each is methyl, X 1 , X 3 , and X 4 each is CH 2 , R is benzyl optionally substituted with carboxy-C14 alkyl, CI4 alkoxy, and ring A is 2-hydroxy phenyl.
120. 126. The compound of formula IV-M according to claim 89, wherein: R 1 is hydrogen or methyl, and R 2 is methyl, benzimidazol-3-yl, 5-methyl-imidazol-3-yl, ring A is 2-hydroxyphenyl, 2-fluorophenyl, 2-trifluoromethylphenyl or phenyl.
121. 127. The compound of formula IV-M according to claim 89, wherein: R' is hydrogen or methyl, and R 2 is methyl, benzimidazol-3-yl, 5-methyl-imidazol-3-yl, ring A is 2-trifluoromethylphenyl or phenyl.
122. 128. The compound according to claim 87, wherein said compound has formula V: RN' R 2 x 2 *X N x X4 N -(R C V. 150
123. 129. The compound according to claim 128, wherein said compound has one of the following structures: R N'R 2 R N'R 2 R 3 X 1 x xN N X2 N x N -(R 7 ) R 3 X 4 N (R)y V-A V-B R R 2 Rt R 2 x2 N X2 N X 4 N N N -(R7)y V-C V-D RI NR 2 R NR 2 X2.0 N O'X N X 4 N (R7)y 'X 4 N (R V-E V-F R N R 2 R N R 2 X2X N x2X N XW N ;-(R7)yON V-G V-H R NR 2 Rt N R 2 x2'S N S N X 4 N - _(R)yX 4 N -(R7N V-I V-J 151 RN' R 2 R1N'R2 SN X2 N x2 N X4 N (R') S N -(RI)y V-K V-L R11 N R 2 R.N R 2 N N S N - (RO N V-M V-N
124. 130. The compound according to claim 128, wherein said compound has formula VI: R1 N'R 2 X2 X1 , N R7 P N VI wherein R 7 is halogen, CN, NO 2 , or an optionally substituted group selected from CI4 alkyl, aryl, aralkyl, -N(R') 2 , -CH 2 N(R') 2 , -OR', -CH 2 OR', -SR', -CH 2 SR', -COOR', -NRCOR', -CON(R') 2 , or -S(0) 2 N(R') 2 .
125. 131. The compound according to claim 130, wherein said compound has a structure selected from formulae VI-A through VI-N: R tN'R 2 R N' R 2 R 3. X 1 X N N R 7 X2. N R 7 x , N X 4 N R 3 'X 4 N VI-A VI-B 152 R3 R R 2 R. N2 X2' N R 7 x2' N R 7 ~X NN N VI-C VI-D R" N' R 2 RI. N'R x20 N R 7 0X1 N R X 4 N x 4 N VI-E VI-F R N' R 2 RI N R 2 x2X1 N R 7 x2X1 N R 7 x 4 N- 0 N VI-G VI-H RI N'R 2 RI. N'R 2 x2s N R 1X1 N R X 4 N ~x 4 N vI-I vI-J R N' R 2 RI 11NR 2 x2*X N R 7 x2X1 N R 7 X4 N X1 N R 7 X 1 "N R 7 x3N V N VI-M VI-N. 153
126. 132. The compound to claim 131, wherein: a. R' and R 2 are each independently selected from a 5- or 6-membered aryl ring having 0-5 heteroatoms independently selected from N, 0, or S; a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from N, 0, or S; or or an optionally substituted C 1 4 aliphatic group, wherein one or more methylene units in the C 1 4 aliphatic group are optionally and independently replaced with NR, 0, (CO)O, O(CO), NR(CO), (CO)NR, S0 2 (NR), or (NR)S0 2 ; b. each occurrence of R 3 is independently hydrogen, or an optionally substituted group selected from C 1 - 6 alkyl, aryl, aryl(Ci. 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , -CH 2 OR', -CH 2 SR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , SO 2 R', or -S(0) 2 N(R') 2 ; and c. each occurrence of R 4 is independently hydrogen, halogen, CN, NO 2 , or an optionally substituted group selected from CI. 6 alkyl, aryl, aryl(Ci. 6 )alkyl, -N(R') 2 , -CH 2 N(R') 2 , OR', -CH 2 OR', SR', -CH 2 SR', COOR', -NRCOR', -(CH 2 ) 2 N(R') 2 , -(CH 2 ) 2 0R', -(CH 2 ) 2 SR', -COR', -CON(R') 2 , SO 2 R', or -SO 2 N(R') 2 .
127. 133. The compound according to claim 131, wherein: a. R' and R 2 are each independently optionally substituted methyl, ethyl, cyclopropyl, n-propyl, propenyl, cyclobutyl, (CO)OCH 2 CH 3 , (CH 2 ) 2 0CH 3 , CH 2 (CO)OCH 2 CH 3 , CH 2 (CO)OCH 3 , CH(CH 3 )CH 2 CH 3 , or t-butyl, or n-butyl; b. each occurrence of R 3 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(Ci-C 4 alkyl), -CH 2 OH, -S0 2 (CI-C 4 alkyl), -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , or optionally substituted phenyl or benzyl; and c. each occurrence of R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CO(Ci-C 4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2 (CI-C 4 alkyl), -SO 2 NH 2 , -SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
128. 134. The compound according to claim 131, wherein: a. R1 and R2 are each independently optionally substituted methyl, ethyl, cyclopropyl, propyl, propenyl, cyclobutyl, (CO)OCH 2 CH 3 , (CH 2 ) 2 0CH 3 , CH 2 (CO)OCH 2 CH 3 , CH 2 (CO)OCH 3 , CH(CH 3 )CH 2 CH 3 , or t-butyl, or n-butyl; 154 b. each occurrence of R 3 is independently H, Me, CF 3 , ethyl, propyl, butyl, pentyl, CO(Ci-C 4 alkyl), -CONH 2 , -COO(CI-C 4 alkyl), -CH 2 OH, -S0 2 (CI-C 4 alkyl), -SO 2 NH 2 , SO 2 N(CH 3 ) 2 , or optionally substituted phenyl or benzyl; c. each occurrence of R 4 is independently H, Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CO(CI-C 4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2 (CI-C 4 alkyl), -SO 2 NH 2 , -SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy; and d. R 7 is Cl, Br, F, CF 3 , Me, Et, CN, NO 2 , -COOH, NH 2 , -N(CH 3 ) 2 , -N(Et) 2 , -N(iPr) 2 , -O(CH 2 ) 2 0CH 3 , -CO(CI-C 4 alkyl), -CONH 2 , -COOCH 3 , -OH, -CH 2 OH, -NHCOCH 3 , -S0 2 (Ci-C 4 alkyl), -SO 2 NH 2 , -SO 2 N(CH 3 ) 2 , piperidinyl, piperizinyl, morpholino, or an optionally substituted group selected from C 14 alkoxy, phenyl, phenyloxy, benzyl, or benzyloxy.
129. 135. A pharmaceutical composition comprising a compound according to any one of claims 1-134, and a pharmaceutically acceptable carrier or adjuvant.
130. 136. A method of treating or lessening the severity of a disease, disorder, or condition selected from acute, chronic, neuropathic, or inflammatory pain, arthritis, migraine, cluster headaches, trigeminal neuralgia, herpetic neuralgia, general neuralgias, epilepsy or epileptic conditions, neurodegenerative disorders, psychiatric disorders such as anxiety and depression, myotonia, arrhythmia, movement disorders, neuroendocrine disorders, ataxia, multiple sclerosis, irritable bowel syndrome, incontinence, visceral pain, osteoarthritis pain, postherpetic neuralgia, diabetic neuropathy, radicular pain, sciatica, back pain, head or neck pain, severe or intractable pain, nociceptive pain, breakthrough pain, postsurgical pain, or cancer pain, comprising the step of administering to said patient an effective amount of a compound according of formula I: R 1 N' R 2 X2 N Xx4 XN A or a pharmaceutically acceptable salt thereof, wherein: 155 p is 0, 1 or 2; X I, X2, X 3 and X 4 are each independently selected from NR 3 , C=0, CHR 4 , S, 0, S=0, or SO 2 ; R' and R 2 are each independently hydrogen, or an optionally substituted group selected from C 1 . 6 aliphatic, a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; or R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, wherein R', R 2 , or any ring formed by R' and R 2 taken together, are each independently optionally substituted at one or more carbon atoms with 0-4 occurrences of -R 5 , and at one or more substitutable nitrogen atoms with -R 6 ; Ring A is a 5-6 membered monocyclic or 8-10 membered bicyclic aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R ; each occurrence of R 4 , R 5 , and R 7 is independently Q-Rx; wherein Q is a bond or is a CI-C 6 alkylidene chain wherein up to two non-adjacent methylene units of Q are optionally and independently replaced by CO, C0 2 , COCO, CONR, OCONR, NRNR, NRNRCO, NRCO, NRCO 2 , NRCONR, SO, SO 2 , NRSO 2 , SO 2 NR, NRSO 2 NR, 0, S, or NR; each occurrence of Rx is independently selected from R', halogen, NO 2 , or CN; each occurrence of R is independently selected from hydrogen or an optionally substituted CI-6 aliphatic group; each occurrence of R' is independently selected from hydrogen or an optionally substituted group selected from Ci. 8 aliphatic, C 6 . 10 aryl, a heteroaryl ring having 5-10 ring atoms, or a heterocyclyl ring having 3-10 ring atoms, or wherein R and R' taken together with the atom(s) to which they are bound, or two occurrences of R' taken together with the atom(s) to which they are bound, form a 5-8 membered cycloalkyl, heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; and 156 each occurrence of R 3 , R 6 or R 8 is independently R', -COR', -C0 2 (C 1 . 6 aliphatic), -CON(R') 2 , or -SO 2 R'.
131. 137. The method according to claim 136, wherein said compound is according to any one of claims 2-135.
132. 138. The method according to claim 136, wherein the disease, condition, or disorder is implicated in the activation or hyperactivity of voltage-gated sodium channels.
133. 139. The method according to claim 136, wherein the disease, condition, or disorder is implicated in the activation or hyperactivity of voltage-gated calcium channels.
134. 140. The method according to claim 139, wherein the disease, condition, or diorder is acute, chronic, neuropathic, or inflammatory pain.
135. 141. The method according to claim 136, wherein the disease, condition, or disorder is radicular pain, sciatica, back pain, head pain, or neck pain.
136. 142. The method according to claim 136, wherein the disease, condition, or disorder is severe or intractable pain, acute pain, post-surgical pain, back pain, or cancer pain.
137. 143. A method of inhibiting one or more of NaVl.1, NaVl.2, NaVI.3, NaV1.4, NaVI.5, NaVI.6, NaV1.7, NaV1.8, NaV1.9, or CaV2.2 activity in: (a) a patient; or (b) a biological sample; which method comprising administering to said patient, or contacting said biological sample with a compound of formula I: Rt'. .R 2 x2' X1 s N X4N 1 3 N" A 157 or a pharmaceutically acceptable salt thereof, wherein: p is 0, 1 or 2; X', X 2 , X 3 and X 4 are each independently selected from NR 3 , C=O, CHR 4 , S, 0, S=0, or SO 2 ; R' and R 2 are each independently hydrogen, or an optionally substituted group selected from CI. 6 aliphatic, a 5-6 membered aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7-membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; or R' and R 2 , taken together with the nitrogen atom to which they are bound, form an optionally substituted 3-8 membered heterocyclyl or heteroaryl ring having 1-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, wherein R1, R 2 , or any ring formed by R 1 and R 2 taken together, are each independently optionally substituted at one or more carbon atoms with 0-4 occurrences of -R 5 , and at one or more substitutable nitrogen atoms with -R 6 ; Ring A is a 5-6 membered monocyclic or 8-10 membered bicyclic aryl ring having 0-5 heteroatoms independently selected from nitrogen, oxygen, or sulfur, or a 3-7 membered saturated or partially unsaturated ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur, optionally substituted at one or more carbon atoms with 0-5 occurrences of -R 7 , and at one or more substitutable nitrogen atoms with -R ; each occurrence of R 4 , R 5 , and R 7 is independently Q-Rx; wherein Q is a bond or is a CI-C 6 alkylidene chain wherein up to two non-adjacent methylene units of Q are optionally and independently replaced by CO, C0 2 , COCO, CONR, OCONR, NRNR, NRNRCO, NRCO, NRCO 2 , NRCONR, SO, SO 2 , NRSO 2 , SO 2 NR, NRSO 2 NR, 0, S, or NR; each occurrence of Rx is independently selected from R', halogen, NO 2 , or CN; each occurrence of R is independently selected from hydrogen or an optionally substituted CI-6 aliphatic group; each occurrence of R' is independently selected from hydrogen or an optionally substituted group selected from C 1 - aliphatic, C 6 . 1 0 aryl, a heteroaryl ring having 5-10 ring atoms, or a heterocyclyl ring having 3-10 ring atoms, or wherein R and R' taken together with the atom(s) to which they are bound, or two occurrences of R' taken together with the atom(s) to which they are bound, form a 5-8 membered cycloalkyl, 158 heterocyclyl, aryl, or heteroaryl ring having 0-3 heteroatoms independently selected from nitrogen, oxygen, or sulfur; and each occurrence of R 3 , R 6 or R 8 is independently R', -COR', -C0 2 (C 1 . 6 aliphatic), -CON(R')2, or -SO 2 R'.
138. 144. The method according to claim 143, wherein said compound is according to any one of claims 2-135.
139. 145. The method according to claim 136 or 143, wherein said compound is selected from Table 1.
140. 146. A compound selected from Table 1. Dated: 14 November 2011 159